China Exclusive Distribution Agreement Template (Bilingual English + Chinese)
Lock your exclusive territory. Stop your supplier from selling around you. Built to be enforceable in China.
Your "exclusivity" is only as strong as the paper it's on.
What's inside
- •Territory definition with exclusivity rights and clear scope
- •Minimum purchase commitment structure to keep exclusivity active
- •Competitor lockout — supplier cannot sell to your competitors, distributors, or customers in your territory
- •IP and brand protection — who owns packaging, designs, and brand assets developed during the relationship
- •Pricing and most-favored-nation clause
- •Audit rights — verify the supplier isn't selling around you
- •Termination and inventory buyback terms
- •RMB liquidated damages per unauthorized sale
- •22 bilingual articles, 5 working exhibits, company chop signature block
Chinese version governs. Chinese court decides.
China Exclusive Distribution Agreement — $57
Lawyers charge $1,000–$1,500 to draft this. Get the template for $57.
Get the Template — $57These contracts are based on real agreements I used in my own Chinese factory deals. I'm not a lawyer — which is why I priced them fairly. They worked for me. They can work for you.
⚠️ Professional template, not legal advice. Have a qualified PRC or HK lawyer review, especially the Chinese text which governs. All sales final.
Common Questions
What does a China Exclusive Distribution Agreement do?
It locks your exclusive right to resell the supplier's products in a defined territory and bars the factory from selling around you to your competitors, distributors, or directly to your customers in that territory.
What happens if the supplier sells to my competitors anyway?
This template includes fixed RMB liquidated damages per unauthorized sale, enforceable in a Chinese court without needing to prove your exact losses. It also includes audit rights so you can verify compliance.
Does the agreement protect my brand and IP?
Yes. The agreement includes IP ownership and usage restrictions, plus provisions that govern who owns tooling, packaging designs, and brand materials developed during the relationship.
What is the minimum purchase requirement?
The template includes a minimum purchase commitment framework — a bracketed field you fill in to define the volume threshold that keeps your exclusivity active. If you don't hit minimum volume, the agreement gives the supplier the right to convert exclusivity to non-exclusive.