Distributor Agreement Templates For Controlling Amazon

If you’re trying to stop unauthorized sellers from listing your products on Amazon—this post is for you.

Below are two plug-and-play agreement templates we use when working with brands that want to control their Amazon channel. These documents have helped our partners remove dozens of rogue resellers and take full control of Buy Box pricing, MAP enforcement, and brand integrity.

Why You Need These Templates

If Amazon is an uncontrolled channel for your brand, you're already feeling the consequences:

• Distributors undercut by unauthorized sellers

• Retailers frustrated by price disparities

• “Competitive Price” blocks suppressing your Buy Box

• Customers seeing your premium product as just another cheap listing

The fix? Control distribution at the source—and make it legally enforceable.

Most brands we talk to are nervous about enforcing these agreements at first. They're worried about upsetting distributors or losing a few short-term POs. But in our experience, 95% of the time the long-term reward outweighs the short-term risk tenfold.

If you're serious about stopping unauthorized sales on Amazon, these documents are step one.

Template #1: Distributor Notification Letter

Purpose: This is a formal notice to distributors that they are no longer authorized to sell your product on Amazon due to an exclusive reseller agreement.

[Your Company Letterhead]

[Date]

Dear Distributor:

[Name of Brand] entered into an Online Distributor Agreement on [Insert Date] with a distributor, marketing, and fulfillment company to exclusively sell our products on the ecommerce platform of Amazon.

With this new exclusive agreement, you and your dealer customers are no longer authorized to directly sell [Brand Name]'s products on the AMAZON ecommerce platform.

Until you are notified otherwise, this restriction will apply to products that are purchased from us on or after [Insert Date]. You should also be aware that [Brand Name] is legally bound under the terms of the Online Distributor Agreement to take remedial action to prevent such unauthorized sales to such companies, including but not limited to stopping the sale of [Brand Name] products to you if you directly or indirectly make such unauthorized sales.

We thank you for your business and look forward to working together as we continue to create a prosperous [Year] year!

Thanks,
[Your Name]
[Your Title]

Template #2: Anti-Amazon Clause With Liquidated Damages

Purpose: This clause is included in your Terms and Conditions or Purchase Agreements to legally prohibit resellers from listing your products on Amazon—and make the risk of doing so very expensive.

[Your Company Letterhead]
[Date]

Dear Distributor/Purchaser,

As a condition of sale, you as the Purchaser agree not to resell [Your Company Name] products on the Amazon e-commerce marketplace. [Your Company Name] has a contractual obligation with a third party, granting that third party the exclusive right to sell these products on the Amazon e-commerce marketplace.

If Purchaser resells the product on the Amazon e-commerce marketplace, that resale will trigger a material breach of [Brand Name]'s contract with its exclusive Amazon seller and result in legal damages and economic injury to the Brand owner.

The Purchaser agrees that the damages owed to [Brand Name] for any breach of this section shall be $500,000.00. This sum shall be considered liquidated damages and not penalties, and are in addition to all other rights of [Brand Name]. The parties further acknowledge that:

1. The amount of loss or damages likely to be incurred is difficult to precisely estimate.

2. The amounts specified bear a reasonable relationship to the probable loss.

3. One of the reasons for the agreement on this amount was the uncertainty and cost of litigation.

4. The parties are sophisticated businesses represented by legal counsel and negotiated this at arm’s length.

In addition to the liquidated damages outlined above, [Brand Name] shall be entitled to its attorney’s fees and costs for having to bring suit to enforce this provision, as well as any reasonable administrative or travel costs for the necessity of bringing any action to enjoin or halt the unauthorized sales of its product in the Amazon e-commerce marketplace.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date of the last signature below:

Distributor/Purchaser
By/Date: ______________________
Title: ________________________

Final Note

These templates have been used successfully by dozens of multi-million dollar brands—especially those with complex networks of distributors and dealers.

But while they’re essential, they’re only one piece of the puzzle.

If you're serious about regaining control of your Amazon channel, we strongly recommend reading our companion post:

👉 The 5 Steps We Used to Remove 84 Resellers for a Brand in 6 Months

That post includes a complete breakdown of how these legal documents fit into a broader strategy, including:

• How to identify every Amazon seller listing your products

• The exact language we use when contacting violators

• How to catch distributors who are secretly leaking inventory

• When to use Amazon’s Transparency Program—and how to do it right

• And how to execute all of this without tanking your distributor relationships

If you're ready to protect your margins, control your brand, and stop the race to the bottom, that’s the next step.