Drafting Product Distribution Agreements: Allocating Supplier and Distributor Risks

Course Details
- smart_display Format
On-Demand
- signal_cellular_alt Difficulty Level
- work Practice Area
Commercial Law
- event Date
Tuesday, May 19, 2020
- schedule Time
1:00 p.m. ET./10:00 a.m. PT
- timer Program Length
90 minutes
-
This 90-minute webinar is eligible in most states for 1.5 CLE credits.
This CLE course will provide business counsel with a roadmap for drafting and negotiating product distribution agreements. The panel will discuss key clauses that should be included in the contracts and explain strategies for mitigating risk and avoiding common negotiation pitfalls.
Faculty

Ms. Spandorf is a nationally recognized business franchise and distribution attorney with more than 40 years of experience representing franchisors, manufacturers, licensors, suppliers, franchisees, and distributors in their domestic and international expansion and strategic development. She concentrates her practice on a broad spectrum of transactional and regulatory issues for clients in all industry sectors, from startups to mature public companies. Ms. Spandorf assists clients with their contracts and legal compliance including preparing franchise disclosure documents, domestic and international franchise and distribution agreements, and registration filings. She counsels franchisors, suppliers, and trademark licensors on a broad array of operating issues ranging from contract enforcement to trademark protection, relationship disputes, antitrust and pricing matters, terminations and transfers, mergers and acquisitions and implementation of system-wide changes. Ms. Spandorf represents U.S. franchisors in their international expansion activities and helps foreign franchisors bring their franchise system into the U.S. She assists companies in the acquisition and sale of franchise systems or franchise units by providing franchise due diligence reviews and lead counsel services. On behalf of franchisees and area developers, Ms. Spandorf assists with the acquisition and sale of franchise rights and various transactional assignments. She is one of ten attorneys in the United States ranked by Chambers USA in its highest category (Band One) of leading U.S. franchise attorneys. Ms. Spandorf is recognized as a certified specialist in franchise and distribution law by the California State Bar. She has the distinction of being the first woman to chair the ABA Forum on Franchising, the nation's preeminent association of franchise attorneys, and has twice chaired the California State Bar Franchise Law Committee in North America. Ms. Spandorf is a frequent speaker and author on franchise topics and resource to the press on franchise issues. She was named by her peers as a 2022 “Lawyer of the Year” in the franchise law category in Best’s Lawyers, and has consistently been recognized as a “Global Elite Thought Leader” in franchise law in Who’s Who Legal USA, another annual peer ranking.

Mr. Lyon helps food, beverage, alcohol, and branded agriculture companies find and realize business opportunities and solve complex challenges through creative distribution agreements, other strategic alliances, and M&A to enhance supply chain systems. He is particularly adept in non-alcohol and alcohol beverage distribution matters, including recognition by Chambers USA as a leading lawyer in Food & Beverage: Alcohol in USA / Nationwide. With advanced degrees in agricultural economics, firsthand experience in the food and beverage industry, and a deeply focused legal career spanning over 20 years, his exceptional knowledge helps clients thrive.
Description
Drafting product distribution agreements is challenging for counsel to suppliers and distributors as marketing and distribution methods continue to evolve. When negotiating distribution agreements, counsel for both parties must understand the business operations and goals of the parties and carefully construct key contract provisions.
Product distribution agreements should address, at a minimum, the scope of the deal, exclusivity obligations, including the impact of e-commerce, enforceable non-compete obligations, and performance requirements. Familiarity with applicable legal rules that govern the parties' relationship is essential to drafting a contract that both avoids conflict with those rules and minimizes any adverse impact from them. The use of form agreements presents legal risks to the extent they fail to reflect the clients' actual business processes.
Listen as our panel of attorneys experienced in negotiating product distribution agreements discusses best practices for drafting and negotiating the contracts. The panel will review specific clauses that should be included in agreements and provide strategies for avoiding common negotiation pitfalls. The panel will also address (i) special industry laws that regulate certain types of product distribution arrangements; and (ii) determining if a product distributorship is really a franchise and the significance of this outcome.
Outline
- Types of distribution agreements
- Exclusive distributorship
- Non-exclusive distributorship
- Commonly negotiated provisions
- Scope of agreement
- Non-exclusivity or exclusivity, implications of e-commerce
- Noncompete clauses
- Performance obligations
- Payment
- Reporting obligations
- Trademark licensing
- Termination and post-termination remedies
- Pricing and Antitrust issues
- Indemnification
- Choice of law, forum, and arbitration
- Industry-specific laws and requirements affecting distribution agreements
- Distinguishing distribution agreements and franchises
Benefits
The panel will review these and other key issues:
- What are the key contract terms to include in product distribution agreements?
- How can counsel for suppliers and distributors best mitigate risk when drafting and negotiating distribution agreements?
- What are the most commonly disputed issues during contract negotiations and what are some effective strategies for resolving them?
- What industries have special laws regulating distribution arrangements?
- When is a distribution agreement really a franchise and why franchise status matters?
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