ICC Model Contract on Distributorship

No. P776E

ISBN : 978-92-842-0372-7

Distributorship contracts are one of the most frequently used means for organizing the distribution of goods in a foreign country. Almost every company engaged in international trade has some distributors abroad, which means that most exporters will be faced with drafting an international distributorship agreement at some point. But one of the difficulties that traders face when drawing up contracts is the lack of uniform regulations.This means that parties must refer primarily to the rules set out in their agreements, which in turn makes the careful drafting of such contracts vital.

The ICC Model Contract on Distributorship provides a uniform contractual framework which incorporates the prevailing practice of international trade. It specifically applies to agreements under which the distributors act either as buyers and resellers, or as importers who organize distribution in the country in which they operate. This new revised version takes into account recent developments in the laws affecting distribution.

It includes a USB key which contains the full text of the model and its annexes, permitting you to easily adapt the contract to your specific case. If parties have no need to draw up a special contract of their own, they can use the entire model, which has been drafted to assure balance for both sides. 

The ICC Model Contract on Distrbutorship is an invaluable resource for companies engaged in commerce around the world. It carries the authority of ICC, the business organization that pioneered many of the fundamental rules and mechanisms at the heart of international trade. 


The print version of the Model includes a USB key presenting the text of the contract in a user friendly and fully editable format, allowing you to adapt the contract to your specific needs.

If you purchase the digital version (eBook), instead of supplying a USB key we have included a link on the copyright page of the Model so you can download the word version directly and save and edit as needed.

Code ISBN : 978-92-842-0372-7
Weight : 0.1800 kgs
Number of pages : 32
Publishing date : 2016
Language : English
Format in cm : 21*29.7 / Paper version: USB key. EBook: link to the word version.



1      A Uniform Model Form for International Trade

2      Scope of Application

2.1  International Agreements

2.2  Buyer-Reseller

2.3  Distributor-Wholesaler/Importer

2.4  Product Liability

3      What Is A Distributor?

4      Distribution Contract and Sales Contracts

5      The Applicable Law

6      Countries in Which Special Precautions Should Be Taken

7      The Need to Comply With Antitrust Rules

7.1  EU Rules: Article 101 And Regulation 330/2010

7.2  National Legislation

8      Recourse to International Arbitration

9      Precautions for Use Of The Model Form



1      Annex I: Products and Territory

2      Annex II: Commission on Direct Sales

3      Annex III: Products and Suppliers Represented By the Distributor

4      Annex IV: Advertising, Fairs and Exhibitions

5      Annex V: Marketing Strategies

6      Annex VI: Conditions of Sale — Discounts

7      Annex VII: Guaranteed Minimum Target

8      Annex VIII: IVV Model Confidentiality Clause 2006

9      Annex IX: Stock of Products and Spare Parts

10   Annex X: After Sales Service, Repairs, Warranty

11   Annex XI: Change of Control, Ownership and/or Management in The Distributor

12   Annex XII: Goodwill Indemnity





Revision of this model contract was prepared by a dedicated working group on Agency and Distributorship under the auspices of the ICC Commission on Commercial Law and Practice, and was chaired by Fabio Bortolotti (Italy).

The model benefited from the active participation of the following working group members: Horst Becker (Germany), Dragan Beljic (Serbia), Silvia Bortolotti (Italy), Madalena Caldeira (Portugal), José Maria Corrêa de Sampaio (Portugal), Arthur X. Dong (China), Juan Carlos Escallón (Colombia), Didier Ferrier (France), Andrej Friedl (Slovenia), Valle Garcia de Novales (Spain), Mariaelena Giorcelli (Italy), Bernhard Köck (Austria), Stephan Kranebitter (Austria), Galyah Natan-Epstein (Israel), Sven Petersen (Denmark), Christoph Martin Radtke (France), Olufunmilayo Ajike Roberts (Nigeria), Michael Svendsen (Denmark), Jaap van Till (Netherlands), Koen Vanheusden (Belgium), and Angelika Zoder (Austria).

As always, the ICC national committees around the world were instrumental in circulating drafts of this contract to their trading communities for comment. ICC Secretariat direction was provided by ICC Senior Policy Executive, Emily O’Connor (France).