Getting an AI-drafted distribution agreement checked

A distribution agreement produced with an AI drafting tool appoints a distributor for a territory and, drawing on US models, may set the distributor's resale prices, grant an absolute territorial exclusivity, describe the distributor as an agent in places and a buyer in others, and terminate on notice with no provision for stock. Under English law and UK competition law each of those has a consequence: resale price maintenance is unlawful, an agent has statutory rights a distributor does not, and a territorial restriction is lawful only within the block exemption. I review the agreement against those rules and the arrangement the supplier intends, and return it marked up with tracked changes, a clean copy and a written explanation of the changes, for a fixed fee of £495 in three working days.

Who this is for

Manufacturers, brand owners and importers in England and Wales that have drafted a distribution agreement using an AI tool to appoint a distributor in the UK or abroad, and distributors that have drafted their own terms the same way, and want the document checked and corrected before it is signed. The review is of the client's own document.

What the review checks in an AI-drafted distribution agreement

Distributor or agent: the description that decides the rights

A distributor buys the products and resells them in its own name; an agent negotiates sales on the supplier's behalf and, where it is self-employed and the products are goods, has the rights in the Commercial Agents (Council Directive) Regulations 1993 to minimum notice and to compensation or an indemnity on termination, which cannot be excluded. An AI draft may describe the distributor as the supplier's 'agent' or 'representative', or provide for commission alongside a resale margin, and the review drafts the relationship consistently as a distribution so that the agency regime is not engaged by accident.

Competition law: exclusivity, territory and pricing

A term fixing the distributor's resale price or a minimum resale price is resale price maintenance and breaches section 2 of the Competition Act 1998; a recommended or maximum price is permitted. Exclusive distribution can restrict active sales into a territory reserved to another distributor but not passive sales or all online sales, within the Competition Act 1998 (Vertical Agreements Block Exemption) Order 2022. An AI draft may fix prices, ban online sales or impose a non-compete beyond the Order's limits, and the review brings each provision within the law.

The trade mark licence and the brand

The distributor uses the supplier's trade marks, and a licence to do so must be in writing signed by the proprietor under section 28 of the Trade Marks Act 1994; an AI draft's statement that the distributor 'may use the supplier's branding' may not meet it. The review drafts the licence for the term, the territory and the products, deals with the distributor's rights against infringers under section 30, provides that goodwill accrues to the supplier, and prohibits the distributor registering the marks or similar marks in the territory.

Supply terms, product liability and recalls

The agreement should contain or incorporate the supply terms for each order: price, delivery, risk and title under the Sale of Goods Act 1979, warranty and the exclusions that survive section 6 of the Unfair Contract Terms Act 1977. Where the distributor imports into the UK it is treated as the producer under Part I of the Consumer Protection Act 1987, and the review allocates product liability, insurance and recall costs between the parties rather than leaving them to the AI draft's general indemnity.

Minimum purchases, forecasts, marketing and reporting

The review checks the minimum purchase obligations and the consequence of a shortfall, which should be loss of exclusivity before termination, the forecasting and ordering procedure, the distributor's marketing obligations and the supplier's contribution, reporting and audit, and the payment terms, with interest under the Late Payment of Commercial Debts (Interest) Act 1998. It also checks the treatment of the distributor's customer data, which under the UK GDPR and the Data Protection Act 2018 the supplier receives as a controller in its own right where the agreement provides for reporting of customers.

Termination, stock, and the US drafting

The review drafts termination for breach, insolvency, subject to section 233B of the Insolvency Act 1986, change of control and a missed minimum, with notice that reflects the distributor's investment, and the consequences: sell-off or buy-back of stock, continued supply of parts to existing customers, cessation of use of the marks, and a post-termination non-compete within the Order's limits. It replaces the US drafting, a state's law, 'indemnify, defend and hold harmless', and termination 'for any reason' on short notice, with English provisions and a governing law and jurisdiction clause pointing to England and Wales, or to arbitration where the distributor is abroad.

What it costs

Review of an AI-drafted contract, £495. One contract, returned as a marked-up Word document with my amendments as tracked changes, a clean version with the changes accepted, and a written explanation of the changes. Three working days from payment.

Buying online forms the engagement on payment. The scope is what the review of an ai-drafted contract page describes, you accept the Terms of Service at checkout, and I email you within four working hours to get started. If you would rather ask something first, email me.

What you get

• Your own Word document returned with every amendment I consider necessary shown as a tracked change, so you can see exactly what I changed and accept or reject each one
• A clean version with every change accepted, ready to send
• Corrections to anything that is wrong as a matter of English law, unenforceable as drafted, or internally inconsistent
• Missing provisions added where the document has left a gap that matters: usually liability, termination, payment, intellectual property or data
• Comments in the margin where a clause is a commercial choice rather than a legal one, so the decision stays yours
• A written explanation of what I have changed and why, by email or as an attachment if it is lengthy, with anything you should think about before sending it out
• Follow-up questions on the mark-up answered by email, included

What is not included

• A full rewrite. This is a review and amendment of your document, not a replacement for it. If the draft is structurally unsuitable for the deal, I will say so and quote separately for drafting it properly
• A second round of amendments after you have changed the document again, which I can quote for
• Negotiating with the other side
• Advice on the law of any jurisdiction other than England and Wales
• Tax, accounting or regulatory advice
• Reviewing a document the other side drafted, which is the contract review service, at the same price

Questions I am often asked

Our AI-drafted agreement sets the prices the distributor must charge. Can we do that?

Not as a fixed or minimum price, which is resale price maintenance and breaches the Competition Act 1998. You can recommend a price or set a maximum. The review redrafts the pricing clause within the law.

The draft calls the distributor our agent in one clause. Does that matter?

It can, because a self-employed agent negotiating sales of goods has statutory rights to notice and compensation on termination that a distributor does not. The review drafts the relationship consistently as a distribution so that the agency regime is not engaged.

Can we ban the distributor from selling online?

Not outright: the block exemption does not cover a ban on online sales or on passive sales into another territory. You can restrict active marketing into a territory reserved to another distributor and set quality standards for online sales. The review drafts the restriction within those limits.

Related guidance and services

• Review of an AI-drafted contract, £495, the service this page describes
• Terms and conditions drafting, £995
• Getting an AI-drafted agency agreement checked
• Reviewing a distribution agreement from a manufacturer

This page is general guidance for businesses in England and Wales, not advice on your own circumstances. Last reviewed: September 2026. Email geoffrey@caesar.co.uk.