Distribution Agreement Review Tool: Risks on the Distributor Paper
A manufacturer-to-distributor draft can hide overlapping territory, onward price control, and minimums that end exclusivity while a brand ban continues.
A manufacturer-to-distributor paper arrives as a PDF or DOCX, and you cannot see which sentences leave territories overlapping, which ones control the distributor's onward price, or which minimums can strip exclusivity while a competing-brand ban keeps running. Checkory is a distribution agreement review tool: upload that draft and the same file comes back with flags on territory overlap, pricing control and minimums, plus a short explanation and statute pointers.
What a distribution draft hides
The decision before you sign is which sentences to challenge. In practice a counterparty can call a territory exclusive while another distributor still sells into it. The clause can control the onward price. A minimum can strip exclusivity and leave the competing-brand ban running. The pdf holds those sentences.
Manufacturer and distributor paper, same job
This page is the manufacturer-to-distributor draft. The distributor buys the goods and resells them. Regulation 2 of the Commercial Agents (Council Directive) Regulations 1993 describes a commercial agent as a self-employed intermediary with continuing authority to negotiate the sale or purchase of goods for the principal, or to conclude those sales in the principal's name. Use it to separate an agency appointment from a buy-and-resell paper. Contracko's claim that termination compensation can run high in many EU jurisdictions is not an England and Wales rule for this draft.
Same file with flags, plus explanation and cites
The document analysis page describes an upload that returns a structured risk overview, plain-language explanations, next steps, and risk flags with severity and an explanation. It describes the pass as AI support rather than a law firm. You still match each mark to the wording before you sign.
Neighbours return a different object. Contracko takes PDF or DOCX up to 50MB and 100 pages, then points to a portfolio. FixMyContract accepts a file up to 25 MB. One analysis every 30 days is free there; remaining findings can sit behind a $9 unlock. Those limits, recorded on 3 October 2026, are their terms. The gap is flags and statute pointers left on the draft.
“Justee hypothetical, not a clause from your file and not a Checkory market figure: Distributor's exclusive rights are conditioned on achieving minimum annual purchases of $2,000,000. Failure to meet minimums shall result in immediate termination of exclusivity.”
High exclusivity and pricing control go to a solicitor
Send a solicitor exclusivity that blocks passive sales, a restriction on effective online selling, a fixed or minimum resale price, and a minimum advertised price. A recommended price with no pressure behind it is a different sentence. One hardcore restriction can take the whole agreement outside the block exemption. This pass is not competition clearance, and it is not safe to appoint this distributor.
How to upload the distribution agreement
Drop the manufacturer and distributor draft
Upload the PDF or DOCX at /document-analysis. Cashear, Velveteen, DistroVibe, WKS and Horus pages about uploading tracks are a different result.
Open the marked file
Read flags on territory overlap, pricing control and minimums in their order. Open the statute pointer where a sentence may be a hardcore restriction or an excluded non-compete.
Start at /document-analysis
List the territory, resale-price and minimum sentences you will challenge before you sign. Put High exclusivity and price-control marks in a short pack for a solicitor.
Distributor agreement review tool
The secondary phrase distributor agreement review tool hits the same cluster. BrieflyGo returns a plain-English risk report on a general-contract template. FixMyContract asks who sets resale prices and whether online or cross-border sales are allowed, then ranks findings. The upload here is still the draft in which one side supplies the goods and the other buys to resell.
BrieflyGo and FixMyContract say distributor
FixMyContract labels this as an illustration, not a quotation from one contract: exclusive in the territory if Schedule B minimum purchase targets are met. The mark still has to land on the clause in the pdf, including exclusivity, leftover stock and the competing-brand ban if the floor is missed.
Same upload, same flags
Territory overlap is a grant another distributor, or the supplier's own channel, still serves. Pricing control is the onward price, a minimum advertised price, a discount cap, or a rebate tied to a price level. The wholesale price the distributor pays is not itself resale price maintenance, and neither is a bare recommendation. A minimum is the floor that keeps exclusivity.
The quote above is the hypothetical on Justee's distribution review page: exclusive rights conditioned on minimum annual purchases of $2,000,000, with immediate loss of exclusivity. That page was last updated on 3 October 2026. The figure is their example. It is not your clause and not a market average.
Read the stock consequence on the same pages as the floor: a sell-off right, a buy-back, or an immediate end to exclusivity. Counting a shortfall and a rollover is a different article, How to Review a Minimum Volume Commitment Shortfall and Rollover. This upload does not teach that arithmetic.
Two official figures frame the handoff before you go further. Article 6 of the Vertical Agreements Block Exemption Order 2022 applies the block exemption only if the supplier's share of the market where it sells the contract goods, and the buyer's share of the market where it buys them, do not exceed 30%. In force 1 June 2022. Section 36(8) of the Competition Act 1998 provides that no penalty the CMA fixes under that section may exceed 10% of the undertaking's turnover. The cap is not a forecast for this paper.
Territory overlap, pricing control and minimums flagged on the distributor paper before you sign.
| Sentence on their paper | What the draft can bind | What you do with the mark |
|---|---|---|
| Territory grant | Exclusive label while another distributor or the supplier's channel still sells; a passive-sales or internet ban | Map the overlap. Send passive-sales and internet bans to a solicitor |
| Onward price | Fixed or minimum resale price, minimum advertised price, discount cap, or a rebate tied to price. Wholesale price is separate | Separate a bare recommendation from pressure. Send price control to a solicitor |
| Minimum and exclusivity | A floor that ends exclusivity on a miss while a competing-brand ban continues, plus cure or stock buy-back | Read the commercial floor. Every minimum is not the 80% purchase test |
| Exclusivity label | Exclusive or not, a supplier reservation, and a post-term ban on competing brands | Match the label to the operative sentences. Send long bans to counsel |
Marked distributor draft
Pros
- ✓Flags for territory overlap, pricing control and minimums stay on their sentences, with an explanation and a statute pointer
- ✓You can name what to challenge before you sign and which High marks to send a solicitor
Cons
- ✗It does not calculate a shortfall, a rollover or a most-favoured-customer variance
- ✗It does not decide that the block exemption applies or that it is safe to appoint this distributor
Findings report or suggested rewrite
Pros
- ✓A ranked list helps when you only want themes
- ✓Suggested wording can follow once a solicitor has set the position
Cons
- ✗Those uploads move the result off the pdf into a report, a score or a rewrite
- ✗A generic clause score is not a statute pointer on the distribution sentence
Repository, paste box or editor add-on
Pros
- ✓A repository helps after signature, when reminders matter
- ✓A desktop add-on suits editing inside a word processor
Cons
- ✗A paste box, a chat, a Word add-on, a CLM playbook or LegalZoom is a different job
- ✗Music-service pages about uploading tracks are not a manufacturer-to-distributor agreement
See the marks on the distributor paper
Upload their draftWhen resale price control drops the block exemption
Article 8 gives the block exemption only if there is no hardcore restriction. Restricting the buyer's onward sale price is hardcore. A maximum or a recommended price is not itself that restriction, unless pressure or incentives make it a fixed or minimum price. Read article 8 against the price sentence. It is a pointer, not a finding that the clause infringes.
CMA guidance paragraph 8.3: one hardcore restriction excludes the whole agreement from the block exemption. Paragraph 8.10: a fixed or minimum resale price cancels the exemption for that agreement. Paragraph 8.12 lists indirect forms: a fixed margin, a discount cap, a rebate tied to price, and minimum advertised prices. Paragraph 8.14 treats those floors as indirect resale price maintenance. For example, a rebate paid only for holding an advertised floor is that pattern. See the CMA VABEO guidance.
Article 8(2)(b) treats a limit on the exclusive buyer's active or passive sales as hardcore unless article 8(3) applies. Article 8(3)(a) can except a restriction of active sales into a territory reserved to the supplier or allocated to a limited number of other buyers. It does not except a ban on passive sales. Article 8(6) counts a block on effective internet selling, or on an online advertising channel, as such a restriction.
Section 2 of the Competition Act 1998, substituted subsection (1) in force from 1 January 2025, prohibits agreements between undertakings which have as their object or effect the prevention, restriction or distortion of competition in the United Kingdom and may affect trade there, unless exempt. Examples include fixing prices and sharing markets. Section 2(4) makes a prohibited agreement void. Section 2 is official text, not a finding on your clause.
On 1 July 2022 the CMA published Everyone loses out with resale price maintenance. RPM means a supplier requires a retailer not to sell below a set price. The post says RPM is illegal and fines could be as much as 10% of annual turnover. It records a £1.5 million Dar Lighting fine and total CMA RPM fines of more than £20 million. A recommended price can be legitimate if it is not used to impose RPM. Not a prediction for this paper.
Article 10 treats a non-compete as an excluded restriction if it is indefinite or exceeds five years. Auto-renewal past five years counts as indefinite. Article 10(5) includes a duty to buy more than 80% of the contract goods and substitutes from the supplier. A commercial minimum is not automatically that test. A post-term ban needs the article 10(4) conditions: competing goods, premises, know-how, and one year. Read article 10 and send an indefinite competing-brand ban to a solicitor.
Statute pointers, reserved activity and the footer notice
This product is not a solicitor. Section 12 of the Legal Services Act 2007 includes legal advice or assistance on the application of the law in legal activity. Reserved activities are listed separately. Statute links are pointers, not a Chapter I finding, not an opinion that the block exemption applies, and not a predicted penalty. This page does not claim cover for Scotland or Northern Ireland. The SRA note Misuse of AI, published 17 August 2026, describes fictitious citations and the risk of placing confidential material in a public tool. Verify every citation. The CMS footer carries the standing notice for this page.
AI distribution contract review, not a CLM playbook
goHeather and Justee stay on the document
In the 3 October 2026 search cut, ai distribution contract review is led by goHeather: a PDF or text upload, then findings ranked high, medium and low, naming territory, exclusivity, prices paid, suggested retail and minimum purchases. Justee checks territory, pricing, minimums and termination, can suggest revisions, and can select England and Wales. Both return a list or a rewrite. This page keeps the flag on the sentence.
LegalOn and Icertis stay in the CLM noise
The same query also surfaces lifecycle platforms. LegalOn appears as playbooks that list a distribution agreement among document types. Icertis appears as generic AI contract review. ContractRev offers a clause score and a track-changes file for any contract. AiSevak asks you to paste the agreement. None of those is the first pass on this page.
How the manufacturer paper differs from the reseller page
Territory overlap, pricing control and minimums
On this URL the draft is manufacturer-to-distributor paper. Name territory overlap, control of the onward price, and minimums that hold exclusivity. The distributor buys and resells.
Channel margin and deal registration stay on the reseller tool
The published reseller agreement review tool marks channel paper for margin, deal registration and support load. Use it for a reseller or channel draft. Stay here for manufacturer-to-distributor paper. Shared territory wording does not merge the two jobs.
Other Checkory articles teach a clause family without marking this file. A vendor reading list is the vendor contract red flags checklist. Pricing parity against other customers is the most-favoured-customer pricing parity review. Use them when that is the question. They do not replace flags on the distributor draft in front of you.
When the file in front of you is manufacturer-to-distributor paper, upload it at document analysis and read territory overlap, pricing control and minimums on their wording.
A normal exclusive territory can still hide the sentence that matters
Exclusive territory and a recommended resale price are common, and a free report may already have reviewed the file. The report can still miss a passive-sales ban, a rebate or minimum advertised price that turns a recommendation into a floor, or a minimum that ends exclusivity while the competing-brand ban keeps running. Challenge those sentences on the pdf before you sign. High marks go to a solicitor.
What to name before you sign
Before you sign, name three sentences. Territory: overlap with another distributor or the supplier's channel, and any block on passive sales or online selling. Resale-price: a fixed, floored or policed onward price, including a minimum advertised price, distinct from wholesale price and from a bare recommendation. Minimum: the floor that keeps exclusivity, the cure, and whether a competing-brand ban survives.
High items go to a solicitor: exclusivity that blocks passive sales, a fixed or minimum resale price, a minimum advertised price, a non-compete longer than five years or with no end, and a purchase obligation that may exceed 80% of requirements. The pass is not competition clearance. It is not a decision that it is safe to appoint this distributor.
Read stock buy-back and sell-off with the floor. If agency wording sits beside resale, flag the role for a solicitor. Section 12 of the Legal Services Act 2007 describes legal activity. The Solicitors Regulation Authority note Misuse of AI, published on 17 August 2026, covers fictitious citations and confidential material placed in a public tool. Verify every statute URL on the mark.
If that draft is already a PDF or DOCX, open document analysis and read those flags before you sign. High exclusivity and price-control marks still go to a solicitor.
FAQ
Which territory sentence should I flag before I appoint a distributor?
Flag a grant that looks exclusive while another distributor, or the supplier's own online channel, still sells there. Also flag a ban on passive sales into an exclusive area, and a restriction whose object is to stop effective use of the internet to sell online.
An active-sales limit into a territory reserved to the supplier or allocated to a limited number of other buyers can sit in a statutory exception. A passive-sales ban does not, under that sub-paragraph. Send the passive-sales and internet marks to a solicitor with the annotated file.
When is a recommended resale price different from price control?
A maximum price or a genuine recommendation is not itself resale price maintenance, unless pressure or incentives turn it into a fixed or minimum price. The wholesale price the distributor pays the manufacturer is a different sentence.
Price control includes a fixed or minimum onward price, a minimum advertised price, a cap on the distributor's discount, and a rebate or promotional reimbursement tied to a price level. Those marks are High and go to a solicitor. One hardcore restriction can take the whole agreement outside the block exemption.
Does every minimum purchase clause fail the block exemption?
No. A commercial quantity or revenue floor can end exclusivity, start a cure, or leave a competing-brand ban in place. That is a contract question to read before you sign.
It meets the non-compete definition in the block exemption only if it obliges the buyer to purchase more than 80% of requirements, or if a non-compete is indefinite or exceeds five years. Do not treat every minimum as that test. Shortfall and rollover arithmetic sits on a separate how-to, not on this upload.
How is this upload different from the published reseller review page?
This page is for manufacturer-to-distributor paper. The distributor buys and resells. The sentences to mark first are territory overlap, onward price control and minimums that hold exclusivity.
The live reseller page marks channel paper for margin, deal registration and support load. If the file in your hand is a reseller or channel draft, use that page. Territory can appear in both files. The job follows the role in the draft.
What should I send a solicitor after the first pass?
Send the annotated copy and the High sentences: exclusivity that blocks passive sales, a restriction on effective online selling, a fixed or minimum resale price, a minimum advertised price, and a non-compete that looks indefinite or longer than five years.
Add any purchase obligation that may cross the 80% line. The pass is not competition clearance and it is not a decision that it is safe to appoint this distributor. Statute links are pointers to check, not a Chapter I finding.
Why do music upload pages appear when I search for a distribution agreement?
A bare search for uploading a distribution agreement often returns terms from music services about uploading tracks. Those pages are not a commercial manufacturer-to-distributor contract.
This tool takes the PDF or DOCX of that commercial draft. You get flags on territory overlap, pricing control and minimums, plus a short explanation and official pointers. You do not paste a single clause into a box.
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