Termination Distribution Agreement Sample

Termination Distribution Agreement Sample: A Guide for Businesses

As a business owner, you may need to terminate a distribution agreement with a vendor or partner for a variety of reasons. Whether it’s due to changes in your business strategy, poor performance by the other party, or other factors, it’s important to have a clear and comprehensive termination distribution agreement in place to ensure a smooth transition and protect your business interests.

In this article, we’ll provide an overview of what a termination distribution agreement is, why it’s important, and a sample template you can use as a starting point.

What is a Termination Distribution Agreement?

A termination distribution agreement is a legal document that outlines the terms and conditions of terminating a distribution agreement between two parties. The agreement typically specifies the reasons for termination, the notice period required, the obligations of each party during the transition, and any financial arrangements or penalties involved.

Why is a Termination Distribution Agreement Important?

Having a termination distribution agreement in place can help protect the interests of both parties and avoid potential legal disputes down the road. By clarifying the terms of termination upfront, both parties can avoid confusion and uncertainty during the transition period, and minimize any negative impact on their respective businesses.

Moreover, a termination distribution agreement can provide a clear roadmap for future partnerships or agreements with the same or other parties, outlining what worked and didn’t work in the previous agreement, and helping to ensure a more successful outcome in the future.

Termination Distribution Agreement Sample

Below is a sample termination distribution agreement template that you can use as a starting point when drafting your own agreement. Please note that this is just a sample and should be modified to suit your specific situation and legal requirements.

[Your Company Name]

Termination Distribution Agreement

This Termination Distribution Agreement (“Agreement”) is made and entered into on [Date], by and between [Your Company Name] (“Seller”) and [Other Party Name] (“Distributor”).


Seller and Distributor entered into a Distribution Agreement dated [Date], in which Seller agreed to distribute certain products or services (“Products”) to Distributor for resale to end-users. The parties now agree to terminate that agreement on the terms set forth below.


The parties agree to terminate the Distribution Agreement as of [Date]. The reasons for this termination are [Insert Reason], which have been discussed and agreed upon by both parties.


Seller shall provide Distributor with [Insert Notice Period] days’ written notice of termination prior to the effective date of termination.

Obligations During Transition

Seller and Distributor each agree to fulfill their respective obligations under the Distribution Agreement until the effective date of termination. Distributor shall return any unsold Products to Seller within [Insert Timeframe] days of termination.

Financial Arrangements

[Insert any financial arrangements or penalties involved in the termination, such as a refund for unsold Products, payment for outstanding invoices, or any other applicable fees or charges.]


Both parties agree to maintain the confidentiality of any confidential information learned during the course of the Distribution Agreement and shall return or destroy any such documentation upon termination.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of [Insert State], without regard to its conflicts of laws rules.

Entire Agreement

This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings, and agreements between the parties relating to such subject matter.


This agreement may not be amended except in writing executed by both parties.


A termination distribution agreement can help protect the interests of both parties and ensure a smooth transition for your business. If you are considering terminating a distribution agreement with a vendor or partner, it’s important to consult with legal counsel to ensure that your agreement complies with all applicable laws and regulations and is tailored to your specific needs.

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