Distribution Agreement in Malay: Understanding the Key Terms and Clauses

In today`s globalized world, businesses of all sizes need to expand their reach and penetrate new markets to remain competitive. One way to achieve this is by entering into distribution agreements with partners in different countries. A distribution agreement is a legal contract that sets out the terms and conditions of the relationship between a supplier and a distributor. In Malaysia, distribution agreements are governed by the Contract Act 1950, which is modeled on English law.

To successfully negotiate and draft a distribution agreement in Malay, it is essential to understand the key terms and clauses that are typically included in such contracts. Here are some of the most important ones:

1. Parties and Scope of Agreement

The distribution agreement should clearly identify the parties involved, namely the supplier and the distributor. It should also specify the territory or geographic area where the distributor is authorized to sell the supplier`s products or services. This can be a particular country, region, or even a specific customer group. The scope of agreement should also cover the types of products or services that the distributor is authorized to sell and whether any exclusivity rights are granted.

2. Term and Termination

The distribution agreement should state the duration of the agreement, which can be a fixed term or indefinite. It should also outline the circumstances under which either party can terminate the agreement before the end of the term, such as for breach of contract or insolvency. The notice period for termination should also be clearly stated.

3. Obligations of the Parties

The distribution agreement should list the duties and responsibilities of both the supplier and the distributor. This can include the supplier`s obligation to provide the products or services in accordance with agreed specifications and quality standards, as well as the distributor`s obligation to promote and sell the products or services in the authorized territory. The agreement should also address issues such as pricing, payment terms, and delivery arrangements.

4. Intellectual Property Rights

The distribution agreement should address the issue of intellectual property rights, such as trademarks, patents, and copyrights. The agreement should specify whether the distributor is authorized to use the supplier`s intellectual property rights in connection with the sale of the products or services, and if so, under what conditions.

5. Liability and Indemnification

The distribution agreement should specify the liability of each party in the event of breach of contract, product liability, or any other legal claims. The agreement should also address indemnification, which is the obligation of one party to compensate the other for any losses or damages arising from the distribution activities.


Entering into a distribution agreement in Malay can be a complex process, but understanding the key terms and clauses can help ensure that both parties are on the same page and the agreement is clear and effective. It is essential to engage a qualified attorney with expertise in contract law and local regulations to assist in the negotiation and drafting of the distribution agreement. By doing so, businesses can minimize the risks and maximize the opportunities of expanding into new markets.

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