A Checklist of key issues for manufacturers, producers, or other sellers and distributors to consider when drafting and negotiating a distribution agreement. This Checklist focuses on preliminary due diligence, structuring the agreement, the distributor's appointment, and key concepts typically relevant to distribution agreements, including marketing and promotion, order procedures, shipment and delivery, pricing, payment terms, product warranties, intellectual property rights, audit and inspection rights, indemnification, and termination. It also discusses additional considerations when drafting an exclusive distribution agreement.