Adam Frankel
General Counsel · Technology & AI
15+ years as General Counsel to technology, cloud & AI companies
Exclusive Distributorship Agreement (India) by OLL
Open Legal LibraryUpdated 19 Oct 2026
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Exclusive Distributorship Agreement
This agreement made and entered into day of by and between ......................... INC, a corporation duly organized and existing under the laws of Taiwan with its principal place of business at Taipei Taiwan (hereinafter called Seller )
and
.................................... LIMITED, a company registered under the Companies Act, 1956 with its principal place of business at .............................................. NEW DELHI, INDIA (hereinafter called Distributor ).
Whereas Clause
WHEREAS, Seller is desirous of exporting the products stipulated in article 4 hereof to the territory stipulated in Article 3 hereof and WHEREAS , Distributor is desirous of importing from Seller and selling the said products in the said territory; NOW, THEREFORE, in consideration of the promises and the mutual covenants to be faithfully performed herein contained, IT IS HEREBY AGREED AND UNDERSTOOD AS FOLLOWS:
Article 1. Appointment
During the effective period of this agreement, Seller hereby appoints Distributor as its exclusive distributor and Distributor accepts and assumes such appointment.
Article 2. Privity
The relationship hereby established between Seller and Distributor during the effective period of this Agreement, shall be solely that of Seller and Distributor has no authority to assume or create any obligation in the name of or of any kind on behalf of Seller.
Article 3. Territory
The territory covered under this Agreement shall be expressly combined to entire territory of INDIA. (hereinafter called territory ).
Article 4. Products
The products covered under this agreement shall be expressly confined to Uninterruptedly Power Supply (UPS) (hereinafter called Products).
Article 5. Prices
As applicable from time to time and conveyed by the Seller to the Distributor in writing & Distributor giving its consent in writing to the Seller.
Article 6. Technical Improvement and Patent Application
During the term of this Agreement, Seller shall furnish to Distributor any technical improvements and inventions relating to the Products made by Seller without any delay and free of charge. As Seller has right to apply for the issuance of patents thereon, Distributor agrees to make reasonable efforts to obtain such protection in India. During the term of this Agreement, Distributor agrees to furnish to Seller all technical improvement and inventions related to the Products required by Distributor without any delay and free of charge in consideration of services in Article 6-1 above.
Article 7. After Sale Service
Seller will provide one year full guarantee to Distributor after the shipping date. In case of faulty Products, Seller shall replace the faulty units with new All-in one PCB. Distributor shall send faulty PCB back to Seller for repairing. Whenever Seller has received a complaint as to the products from distributor, Seller shall immediately make investigation and take a proper action.
Article 8. Exclusive Right
This is a preview. The full template is free on GitLaw.
This template establishes an exclusive distribution relationship where a manufacturer (Seller) appoints a local partner (Distributor) to sell specific products within the Indian market. It covers essential terms such as product exclusivity, minimum purchase requirements, technical support, intellectual property usage, and after-sales service obligations. The agreement also provides for dispute resolution via arbitration and specifies Indian law as the governing framework.
About this template
What is this template?
This is an exclusive commercial distribution contract between a foreign manufacturer and a local importer. It is not a franchise agreement or a simple one-off sale of goods contract. It contains specific technical improvement exchange requirements and a preference clause for establishing a manufacturing unit in India.
When should you use it?
Use this when a manufacturer wants to grant a single entity the rights to the Indian market for specific hardware like UPS units. Use a Non-Exclusive Distribution Agreement instead if multiple resellers will be appointed in the same region.
What's inside
| Clause | Name | What it does |
|---|---|---|
| Article 1 | Appointment | The Seller appoints the Distributor as the sole and exclusive distributor for the products within the defined territory. |
| Article 3 | Territory | Limits the scope of the distribution rights and sales activities expressly to the entire territory of India. |
| Article 6 | Technical Improvement and Patent Application | Requires both parties to share technical improvements free of charge and obliges the Distributor to assist in obtaining Indian patent protection. |
| Article 8 | Exclusive Right | Prohibits the Distributor from dealing in competitive products and prevents the Seller from exporting through other channels into India. |
| Article 9 | Minimum Purchase | Obliges the Distributor to purchase a specified US Dollar amount of product during each 12-month period. |
| Article 11 | Payment | Mandates payment via irrevocable letter of credit or telegraphic transfer at least 7 days prior to shipment. |
| Article 15 | Duration | Sets an initial term of one year with a mandatory consultation for renewal three months before expiration. |
| Article 21 | Governing Law & Arbitration | Subjects the agreement to Indian law and mandates final binding arbitration in London for unresolved disputes. |
Who it's for
- a Taiwanese manufacturer seeking an exclusive sales partner for UPS products in the Indian market
- an Indian company registered under the Companies Act 1956 acting as a sole importer
- businesses establishing a cross-border trade relationship involving technical product improvements and patent applications
How long it runs and how it's signed
How long
Runs for a fixed period
Stated duration
one year
Notice to end it
3 months (for renewal consultation)
Survives the end
Industrial Property Rights, Observance of Secrecy
Signed by
Seller Representative, Distributor Representative
Witness
Required
Notarisation
Not required
Also needed
executed in duplicate
Law it's drafted under
Refers to
Companies Act, 1956
England & Wales note
This version is drafted for England & Wales. Scotland and Northern Ireland differ on some points — for example notice periods and tribunal procedure. Tell GitLaw where you hire and it adjusts the draft.
Jurisdiction
India
England & Wales
Document info
MS Word. Document created on Fri Jul 17th, 2026. Last updated on Mon Oct 19th, 2026.
This document is public
Licensed under CC BY 4.0 (Attribution).
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