A distribution agreement is a commercial contract with intellectual property consequences that are easy to overlook. One client appointed a distributor, sales were strong, and two years later the distributor began sourcing from a parallel channel and repackaging goods under the client's brand. The agreement had no IP provisions, so there was little to act on. The IP terms are not boilerplate, they are what lets you keep control of the brand you are handing to a third party.
Every distribution agreement should address a defined set of IP points: a controlled licence to use your trademarks with brand guidelines attached, quality control over how the brand is presented, clear territory restrictions, ownership of any modifications or local adaptations, and what happens to stock, materials and brand use on termination. Each of these closes off a way the relationship can erode your rights.
There is an upside too. A current register of who your authorised distributors are makes brand enforcement sharper: when monitoring finds a seller, it can be checked against the authorised list, so known partners are cleared quickly and genuinely unknown sellers are escalated. Keeping distribution relationships documented does double duty, governing the relationship and feeding your online enforcement.
Distribution sits in our commercial contracts and transactions work and connects to trademark licensing and brand monitoring and online enforcement. The background sits in distribution and reseller agreements and trademark licensing and recordals, with drafting through our clause library and risk review and enforcement through domain monitoring and enforcement technology.
At minimum: a controlled trademark licence with brand guidelines, quality control, territory restrictions, ownership of modifications, and clear return and cessation provisions on termination.
An authorised-seller register lets brand monitoring verify sellers automatically, which reduces false positives and elevates the genuine threats for action.
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