FREE Canadian Distribution Agreement - Exclusive

By using this free Exclusive Distribution Agreement for use in Canada, a party grants another party the exclusive distribution rights to a product in a certain territory.

Disclaimer:This was not drafted by an attorney & should not be used as a legal document.


This Distribution Agreement ("Agreement") is made on [Date] by and between:

[Name of the Company], a corporation registered under the laws of [State], having its registered office at [Address], hereinafter referred as the Company;


[Name of the Distributor], having their permanent place of residence at [Address], hereinafter referred as the Distributor.

WHEREAS the Company is engaged in the business of [Business] and manufactures [Products];

The Distributor has approached the Company to be the Exclusive Distributor for the Products of the Company in the State of [State].


NOW THEREFORE that in consideration of the premises, mutual covenants and agreements herein and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows:

Grant of Distribution Rights: (a) The Company grants to the Distributor the exclusive right, license and privilege to distribute the Products in the Province of [Province] ("Territory") for a period of [Years] ("Term"), as defined hereunder.

Term and Territory: (a) The Term of this Agreement shall be [Number of Years] years commencing on (Date) [the execution of this Agreement] unless sooner terminated in accordance with this Agreement and upon the expiry of the Term the contract shall automatically renew without further documentation or agreements being necessary for successive terms.

Distribution: The Distributor agrees to use commercially reasonable efforts consistent with industry standards to distribute the Products of the Company.

Distributorís Commission: The Distributor shall be entitled to retain [Words] percent (Percentage %) of Gross Receipts or Adjusted Receipts, as applicable, as its distribution commission earned for the sale ("Commission").

Reports: The Distributor shall provide the Company on a quarterly basis setting out the amounts realized on the sale of the Product, the Gross Receipts, the Adjusted Receipts if applicable, the Commission, the Distribution Expenses and the Net Receipts.

Producerís Representations and Warranties: The Company represents and warrants to the Distributor the following:

(i) that it owns all right title and interest, or has acquired all the necessary licenses and grants of rights, including but not limited to copyright, in and to the Products and has the right to enter into this Agreement and to grant the Distributor the distribution rights herein granted.

Termination: Either party may terminate this Agreement upon written notice to the other to be given not less than ninety (90) days prior to the date of the expiration of the Term or any successive term.

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the Province of [Province] in Canada.

IN WITNESS WHEREOF the parties hereto have executed this Agreement effective this [Date].

For Company [Distributor]


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