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Who is Legal Department Solutions for?

Legal Department Solutions is your dedicated legal partner, offering an affordable and effective in-house legal solution. Say goodbye to external legal fees and hello to a secure and prosperous future.


With us, you gain access to top-notch legal services, proactive legal strategies, and a team dedicated to your business's success.


No more unexpected legal expenses – just reliable legal support.

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Our team of experienced legal professionals is dedicated to providing you with comprehensive services, from contract reviews to corporate governance.


We simplify industry jargon, ensuring you understand every step of the process.

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Protecting your business assets is crucial for growth and stability.


Our legal services are designed to safeguard your business, minimizing risks and ensuring compliance with relevant laws and regulations.

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Our membership provides you with cost-effective access to top-notch legal services, ensuring that your business remains in compliance with all relevant laws.


Say goodbye to unexpected legal expenses and hello to a more secure and prosperous future for your business.

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We believe in transparency, especially when it comes to pricing. With us, you know exactly what you're paying for.


No hidden charges, just clear, affordable legal services tailored to your business needs.

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First and foremost, schedule your complimentary Legal Intro Call. This service provides a comprehensive overview of your current business legal standing, highlighting areas of strength and identifying potential risks.

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We will create a customized service plan tailored to your specific business needs. Whether you require assistance in contract reviews, corporate governance, or want to secure your business assets, our plan will clearly outline the services you need.

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Once we've determined the services required for your business, we provide clear pricing with no hidden fees. You'll know exactly what you're investing in, allowing you to manage your legal budget effectively.


At Legal Department Solutions in Florida, we understand the importance of having a dedicated and knowledgeable in-house legal team. Our business lawyers have years of experience and expertise in the field of corporate law, providing the best possible legal counsel for your company.

Business Law

Our team of business law attorneys helps clients with corporate entity formation, business and corporation acquisition, business planning, business agreements, customs, administrative audits, FDA inspections, and import and trade law.

Business Litigation

At Legal Department Solutions, business attorneys may try to resolve disputes through mediation or arbitration. But when a resolution can’t be reached at pre-trial, we fiercely advocate for our clients in myriad areas of business law where business litigation commonly happens. These cases include contract disputes, licensing issues, partnership dissolution, regulatory compliance, and corporate governance.

Contracts & Agreements

Our team of experienced business and corporate attorneys represent clients in a range of industries, ranging from health care, consumer products, life sciences, media and entertainment, telecommunications, and technology to retail, service, energy, aviation, and financial services. Naturally, we’ve cemented our status as one of Miami’s leading law firms by helping many of our clients navigate tricky contracting laws, including the specifics of negotiation and drafting. 

Corporate Law

We represent clients in a broad range of industries, from consumer products, media and entertainment, technology and telecommunications to aviation, energy, financial services, restaurants and retail, and some of the services we do for these business professionals include:

  • Intellectual Property Protection
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Intellectual Property

We help our clients with legal issues concerning:

  • Trademarks
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  • Trade secrets
  • Copyrights
  • E-commerce and Internet issues
  • Entertainment and commercial litigation

Partnership & Shareholder Disputes

Disputes between business partners happen in every industry. Many times, disputes occur between business partners in the healthcare sector when their business agreement doesn’t include language that removes one of the partners who is no longer contributing to the business or is exhibiting unethical behavior, has no language to appraise to the practice if a partner wishes to buy another partner’s shares or be bought out themselves, does not deal with the dissolution of the practice if one or more doctors wants to leave, or does not address how current shares will be affected when new shareholders enter the scene.

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I knew Legal Department Solutions would be successful if we built a business based on a philosophy to value relationships with our clients and their legal needs. To create a culture of thoughtful advice and personal service. I’m proud to say this industry-disruptive approach must be working.



As one of Florida's fastest-growing legal counsel services, we have been featured in the Wall Street Journal, Fox Business News, CNBC, Forbes, the National Law Journal, the Daily Business Review, the Miami Herald, the Los Angeles Business Journal, Sports Illustrated, Entrepreneur, PC World, and many other media outlets.


We have represented Fortune 100 companies and foreign governments in various complex commercial litigation and transaction matters.


Our vast corporate and business experience has served to counsel companies operating throughout the world. We currently serve as the legal department to many companies including insurance technology, logistics, healthcare, real estate, manufacturing, and pharmaceutical industries.


It is the spirit of teamwork and working together that enables us to be the best.

Read Our Blog

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Agreement Between Manufacturer and Distributor

December 07, 20225 min read

What Should Be Included in a Contract Between Manufacturer and Distributor

A sample contract between manufacturer and distributor should cover several topics that clearly explain the business relationship from start to end. Part of that explanation will be terms that define the rights and obligations of both parties under common, and even unexpected, events that may arise over the term of the contract. Below are some of the key terms you are likely to see in a distribution agreement:

  • The elements of a contract: Your distributorship agreement should contain a clear offer, acceptance, and consideration (usually payment in exchange for products and distribution rights) evidenced through a signed written agreement, which could include an eSignature solution.

  • Identify the parties: Have the names of the parties included, which will usually follow their company name as listed on state registries where incorporated or organized.

  • Define the scope of distribution: This is where you outline where the distributor can sell the products, state the products sold, and list other items like exclusivity and a non solicitation clause.

  • Quality control procedures: Any obligations of the manufacturer or distributor related to the delivery and storage of the goods you are distributing under the agreement.

  • Indemnification: Terms to allocate risk arising from liability surrounding the distributed products such as property damage, civil claims, defects, etc.

  • Resellers: Your distribution deal should clarify whether the distributor has rights to resell products to other distributors or must sell directly to consumers (D2C).

  • Term and renewal options: How long you want the agreement to last and the process (if any) for being able to renew or extend the term.

  • Payment and pricing: The form and frequency for the distributor to make payment to the manufacturer for the right to obtain and sell a product. This term should also include options for adjusting the price to reflect changes in the market or unexpected operational costs.

  • Advertising and marketing rights: The ability of the distributor to market the products and the allocation of costs for doing so.

  • Intellectual property licensing: The distributed products may have various trademarks or copyrights associated and your agreement should discuss the distributor’s ability to use them for marketing (or cross-reference a separate IP licensing agreement).

  • Regulatory compliance and reporting terms: Depending on the nature of the products and where distribution is occurring, you may have regulatory obligations that require reporting to substantiate (e.g., tax returns, licensing and registration numbers, inspection, VAT, etc.). You will want to carve out the division of related responsibilities between the manufacturer and distributor.

  • Termination: The conditions under which the manufacturer or distributor can end the distributorship agreement, including the process for doing so (e.g., written notice) and the consequences of termination like additional payment.

  • Dispute Resolution: Any sales agreement, such as a distribution agreement, should anticipate the potential for conflict and provide terms for what that process should look like. Some parties may prefer arbitration, mediation, or other alternative dispute resolution. However, you should also address terms for more formal proceedings in state or federal court (e.g., venue, governing law, attorney’s fees, etc.).

While most of these terms belong in your distributorship agreements, the depth and complexity they warrant in a particular deal can vary greatly. Depending on your operation, you may be able to use a distribution agreement template for all arrangements. More complicated transactions, however, will likely require some customization based on legal advice. For example, the distribution of alcohol often involves greater regulatory compliance measures compared to the distribution of a children’s toy. In any case, having a contract review checklist can be a helpful guide to walk through common key terms that may apply to your situation.

Another thing to remember is that you may not always have the leverage to negotiate the terms of a particular agreement depending on your counterparty. Small manufacturers may be at the mercy of big box retailers to agree to terms that may involve exclusivity or one-sided termination. Conversely, a global producer may be able to exert greater control over a small distributor because of the many outlets they have for taking their products to market.

Mistakes to Avoid in a Manufacturer Distributor Agreement

The agreement between manufacturer and distributor can be tricky to navigate because of the many different factors that affect the contractual relationship. Some terms become more or less important as a result. Despite the potential for variance in your distributor agreements, here are some general mistakes to avoid:

  • Limited price adjustment opportunities: The last few years have shown that changes in market conditions can lead to sudden increases in manufacturing or delivery costs. As a result, it’s important to be able to change prices to distributors accordingly. In some cases, having unilateral power to change the price as a manufacturer may be appropriate with a certain number of days' notice (e.g., 30 or 60 days).

  • Failing to address exclusivity: Non-exclusive distribution agreements versus exclusive distributors are important to define and failing to consider the impact can be a serious mistake depending on your side. For manufacturers, non-exclusive may be preferable to keep your options open while a distributor may value exclusivity to capture control over a product’s market. The parties should properly account for the value of exclusivity (e.g., paying extra for exclusivity) and consider their business goals of the distribution when negotiating this term.

  • Limited termination: Because supply and demand circumstances can change so easily in the distribution of goods, broader opportunities for terminating an agreement may be prudent. You normally allow for termination of a contract in one of two ways. The first is for-cause, which is when you terminate for specific, pre-determined reasons (e.g., non-payment or other breach of contract). However, no-cause termination may also be appropriate to allow either party to end the legal agreement with proper notice.

Need Help with a Manufacturer and Distributor Agreement?

Whether you are a manufacturer or distributor, having a distribution agreement in place can be a helpful document for clearly setting expectations and promoting a sustainable business relationship for the delivery and sale of goods. Knowing what that legal agreement should look like can be another story without the help of an attorney with experience in state of Florida contracts.

The business attorneys at Legal Department Solutions provide representation to clients on all matters related to a manufacturer-distributor agreement. We provide initial guidance in drafting and negotiating the terms of the contract. We also provide support and advocacy in the event you need to terminate or enforce a previously entered contract between manufacturer and distributor.

Contact Legal Department Solutions today for legal representation involving a distributor agreement.

Legal Department Solutions offer a full range of services to your company, from helping you comply with government regulations to ensuring that your company can meet its contractual obligations.  

Legal Department Solutions can also provide valuable protection in the event that your company is sued or your intellectual property is misappropriated.  

Having your own legal department has many advantages over relying on external services from law firms and other providers, not the least of which is the cost savings.

Legal Department Solutions

Legal Department Solutions offer a full range of services to your company, from helping you comply with government regulations to ensuring that your company can meet its contractual obligations. Legal Department Solutions can also provide valuable protection in the event that your company is sued or your intellectual property is misappropriated. Having your own legal department has many advantages over relying on external services from law firms and other providers, not the least of which is the cost savings.

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Disclaimer: The information you obtain at this site is not, nor is it intended to be, legal advice. You should consult an attorney for advice regarding your individual situation.


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