Exclusivity clauses that quietly trap small exporters
What to watch when a distributor asks for exclusive rights across a country before proving sell-through.
Exclusive distribution can make sense when a partner invests in registrations, cold chain, or retailer listings. It becomes a trap when exclusivity is granted for an entire country against a promise of “best efforts” and a modest first order.
Tie territory to performance
If you grant exclusivity, define minimum purchase volumes or listing milestones by quarter. Without them, you may be unable to appoint a second partner when the first goes quiet.
Separate channels when needed
Foodservice and retail often need different partners. A clause that lumps both into one exclusive can block a chef-led opportunity while supermarket negotiations drag.
Keep the exit usable
Notice periods of twelve months with slow sell-out terms can freeze a brand. Negotiate sell-back or rundown rules before you need them — especially when formulations or packaging will change.