Sale and Distribution Agreements

Ensure that your sales and distribution agreement protects your position, minimises risk and fully complies with regulations.

Sale and distribution agreements may be crucial to your business and can open up new markets, but they can also be severely detrimental if not drafted correctly. Our commercial specialists can assist you in preparing, negotiating and agreeing terms which benefit your business and protect you from risk.

Agreeing commercial, clear and compliant sale and distribution terms

Our team of commercial solicitors can support you with:

  • Advice on sale and distribution terms ensuring that all necessary issues have been considered and discussed.
  • Competition law issues which may arise as a result of the sale and distribution terms and arrangements.
  • Compliance with all necessary regulations.
  • Drafting documents to reflect, clarify and articulate your commercial proposals.
  • Explaining the risks of a proposed contract and advising on the practical measures to reduce these.
  • Insurance and liability related queries.
  • Intellectual property-related issues which may arise in the context of sale and distribution.
  • Negotiations in relation to the documentation.
  • Review of documents already in force to establish the actual legal position as it relates to the commercial position.
  • Understanding of the supply chain arrangements to ensure that an upstream arrangement takes account of the downstream position and vice versa.
  • Exiting from sale and distribution arrangements.
  • Dispute resolution if matters don’t go according to plan at a later date.

Essentials of sale and distribution agreements

Sale and distribution arrangements are used to move a product or service along the supply chain from manufacturer through to the retailer or end user. They enable a third party to sell a supplier’s product or service into a territory or to certain customers without the supplier having to establish itself in that territory or with those customers. A simple concept, but one which can easily result in litigation or have anti-competitive effects if entered into without expert legal advice on the area.

We can steer you through the potential issues and pitfalls which can arise when negotiating these arrangements, helping you to achieve fully compliant arrangements and understand the potential risks to your business and how these can be minimised.

We will discuss with you and provide advice on the specific terms of the arrangement and also on the options available to protect your business. Working as a team, our commercial contract experts will help you to consider all of the pertinent issues.

Advantages of a carefully drafted sales and distribution agreement

Provide your product or service in new markets without the overheads of opening new offices or premises while also making use of the distributor’s local knowledge and network.

Ensure that all parties concerned understand and agree the specific terms of the arrangement, reducing the risk of uncertainty and potential contract disputes.

Receive the benefit of agreed protections we set out in your contract, such as limitation of liability, obtaining security for payments and termination rights.

Obtain knowledge of potential competitors who are already engaged with your supplier/distributor depending on the type of distribution arrangement agreed.

Benefit from non-compete obligations to ensure that your supplier/customer does not compete with your products/in your territory.

A contractual dispute resolution mechanism can resolve disputes without having to resort to litigation.

IP rights may be significant and the cornerstone of the product or service in question. Protect them through expertly drafted distribution arrangements.

Who we help: UK companies across various sectors

We support a wide range of UK-based companies and business owners across diverse sectors whether you’re acting at the supply or customer end of the supply chain. Whether you’re a high growth start-up, SME or an established national business we can support you with your commercial contracts and provide you with a holistic methodology. We know that there’s no one-size-fits-all approach to a sales or distribution agreement, which is why we get to know your business goals so that you can make the most of your product or service with our legal expertise.

Examples of our work

Why choose Harper James Solicitors?

We can provide you with full support and assistance during the sale and distribution process, advising you on those matters which are relevant to your business and providing you with pragmatic and commercial options and solutions.

Our commercial solicitors can offer you years of legal expertise in this area and consistently combine their extensive legal knowledge with commercial acumen, awareness of current market practice and a keen understanding of our clients’ businesses and objectives.

Plus, we have all worked at partner level in top 100 firms or in-house at major international businesses. Find out more about the team here:

Pricing plans

Our three transparent pricing packages are designed to give you the widest possible access to high-quality legal advice, whatever the size and nature of your business:


Straightforward access to senior solicitors at a competitive rate.

An affordable solution for businesses needing one-off legal support. Receive ‘City’ partner-level expertise at a fraction of ‘City’ prices.


Have legal peace of mind for £189 per month with additional support from £125 per hour.

A monthly subscription legal support package specifically designed for start-ups and smaller businesses.


Providing you with priority access to a dedicated panel of highly experienced solicitors.

Fully account managed quarterly subscription service for businesses with more complex legal needs.

What our clients say

We pride ourselves on delivering an excellent service for clients, but don’t just take our word for it.

What next?

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A national law firm

We mainly work remotely, so we can work with you wherever you are. But we can arrange face-to-face meeting at our offices or a location of your choosing.

Our commercial lawyers are based in or close to major cities across the UK, providing expert legal advice to clients both locally and nationally.

Floor 5, Cavendish House, 39-41 Waterloo Street, Birmingham, B2 5PP
Stirling House, Cambridge Innovation Park, Denny End Road, Waterbeach, Cambridge, CB25 9QE
10 Fitzroy Square, London, W1T 5HP
13th Floor, Piccadilly Plaza, Manchester, M1 4BT
Harwell Innovation Centre, 173 Curie Avenue, Harwell, Oxfordshire, OX11 0QG
2-5 Velocity Tower, 1 St Mary’s Square, Sheffield, S1 4LP