This distributor agreement template lays out the terms for paying commission on the reselling or distribution on a service or product. An exclusive distribution agreement is an agreement between a distributor and a supplier that grants the distributor rights to sell the suppliers goods.The distributor may be granted exclusive rights in the territory, or the supplier may sell to others. In the performance of this Contract, time is of the essence. Consideration and payment. Consideration. A license and distribution agreement is a legal, written contract between two parties who wish to share the rights to a brand, patent, or trademark. ▫ Downside – complete reliance on exclusive distributor. The distribution of profits and losses among members. Tip 3: Establish Management and Decision-Making Process.