Intellectual Property Specialists
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Distribution law is a constantly-involving area which is influenced by the new commercial techniques being developed across digital networks. As such, it is imperative that businesses take these techniques and changes into account when negotiating and drafting contracts.

There are a number of different possible types of distribution contracts:

  • Exclusive distribution contracts such as franchising contracts, brand distribution contracts, commission-based affiliation contracts whereby one company allows another company to use its distinctive signs and know-how within a network.
  • Selective distribution contracts are used when a manufacturer uses a set of objective and determined criteria to choose the distributors that will have the exclusive right to distribute the products in question.

Any selective distribution network must conform to the provisions laid out in Article 101 of the Treaty of the Functioning of the European Union and Article L.420-1 of the French Code of Commerce, both of which prohibit contracts and agreements which seek to prevent, restrict or distort competition in a market.

For instance, refusing to use a non-accredited distributor based on the criteria might be considered as having a restrictive effect on competition between distributors for the product under the trademark concerned.

Tous les contrats de distribution obéissent à des règles complexes desquelles il ne faut pas s’affranchir pour ne pas prendre de risque sur la validation des dits contrats. All distribution contracts must comply with a number of complex rules which must be adhered to in order to ensure the validity and enforceability of the contracts.

Cabinet Bouchara & Avocats is able to advise you in matters concerning distribution law and assist you in the drafting of legal documents and bundles allowing you to enter into contracts which comply with the rules and principles of both contract law and distribution law while at the same time being flexible enough to adapt to the particular situation of your business and future projects.

Drafting exclusive and selective distribution contracts

L'entreprise a le choix entre définir une politique de distribution sélective ou exclusive. Le Cabinet Bouchara & avocats vous assiste dans vos choix et vous accompagne dans la rédaction de vos contrats. A business has the choice between defining a selective distribution policy and an exclusive one. Cabinet Bouchara & Avocats can assist you in your decision-making and accompany you in drafting your contracts.

Exclusive distribution contracts

Exclusive distribution is a form of distribution which guarantees the exclusive territorial reach for distributions, i.e. distributors have the exclusive right to distribute in a given country or territory.

Dès que l’entreprise opte pour une distribution exclusive, il fait le choix de ne distribuer ses produits que via un nombre limité de distributeurs qui seront exclusivement habilités à distribuer lesdits produits. As soon as a business opts for exclusive distribution, it chooses to only distribute its products through a limited number of distributors who will have the exclusive right to distribute the products.

This form of distribution is strictly regulated and may only be suited for very specific products, namely high-range products.

Selective distribution contracts

Selective distribution consists of a business choosing distributors to have the right to distribute the products on the basis of a list of defined and objective criteria. This form of distribution allows for the image of the business’ trademark to be respected and for the conditions for sale of the products to be controlled.

The organization of a selective distribution network must nonetheless respect the provisions contained in Article 101 of the Treaty on the Functioning of the European Union and Article L.420-1 of the French Code of Commerce which prohibit contracts and agreements which prevent, restrain or distort competition within a given market.

As specialists in distribution law, our lawyers can assist you in drafting different selective distribution contracts whereby a company authorizes another to use its distinctive signs and know-how within a network, notably through:

  • franchising contracts: commercial contracts whereby a franchisor authorizes a franchisee to use either all or part of the intangible rights belonging to him (such as trading name, trademarks or licenses) usually in exchange for an entry fee, a percentage of the franchisee’s turnover or a calculated percentage of his benefits.
  • brand distribution contracts: contracts whereby the distributor gives the distributee the right to distribute the products using his brand, in a specified country or territory and for a limited period of time under the distributor’s monitoring.
  • Commission-based affiliation contracts: commercial contracts whereby suppliers may store and sell their products with a depository who will be remunerated on the basis of a percentage of the sales all the while having ownership over the stock.

All distribution contracts must conform to a number of complex legal rules and this is why it is necessary to seek prior egal advice on distribution law before entering into such contracts.

Carrying out due diligence – Negotiation and drafting of commercial contracts and legal documents

Our law firm and our lawyers specialized in the field of distribution law accompany you in setting up your distribution network and work with you in outlining your expectations and objectives in order to draft distribution contracts which are adapted to your situation.

Our firm can also help you in identifying the extent of your distribution network and help you in carrying out due diligence for the contract so as to identify potential problems that you might encounter and possible obligations that you may be bound by.

In addition, Cabinet Bouchara & Avocats assists you in the drafting of your partnership contracts, distribution contracts, franchise contracts, commission-based affiliation contracts and brand transfer agreements as well as commercial agency agreements. In doing so, we can ensure that your contracts are in line with the rules and principles of general contract law, commercial contract law and competition law.

Finally, our lawyers can assist in the drafting and organization of a number of legal documents that will be necessary for you in your distribution matters, namely the drafting of general conditions of purchase, sale conditions and conditions relating to the provision of services.

Carrying out due diligence

Negotiation and drafting of:

  • Partnership agreements, distribution franchise agreements, franchise agreements, contracts to grant the right to use a sign, contracts for commission-based affiliation agreements.
  • General conditions of purchase, sale and delivery of services.