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Reseller Agreement Template

Updated August 29, 2025

A reselling agreement is a contract that allows a business retailer, distributor, or independent reseller, to purchase products or services from a manufacturer or supplier and sell them to end customers. It’s commonly used across industries like retail, technology, and manufacturing to define pricing, responsibilities, and the scope of the reseller’s rights.

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Your Guide to Reseller Agreements

When two businesses work together to sell products or services, it’s important to have the working terms in writing, especially when one company is authorized to sell another company’s offerings. That’s where a reseller agreement comes in, and it’s crucial for a transactional relationship such as this one.

A “reseller” in this context is a business or individual that purchases goods or services from an original provider or manufacturer. The reseller then sells the products to their own end customers, often under the Reseller’s own branding.

As you can imagine, there are multiple facets of this type of business that need to be outlined in a clear contract to avoid financial and legal liabilities.

Who is a Reseller Agreement For?

A Reseller Agreement can apply to a variety of different businesses. You might want this contract if you’re a:

Manufacturer: If you create a product and need help getting it out there, this contract can help you set ground rules and your standards with reselling partners.
Service Provider: If you have software or services to sell, you can use this contract template to outline how your offering should be marketed and sold, with no room for error.
Retailer: When working with wholesalers or distributors, you want everyone up to date on sales expectations.
Startup: If you’re new to reselling, manufacturing, and retail, you can quickly set up reseller agreements to
boost your growth and profits.
Franchisor: Running multiple franchise locations? Standardize your agreements across the board, making operations run consistent and hassle-free.

The Key Aspects of a Reseller Agreement

These are the essential elements that shouldn’t be missed when drafting up your contract:

Parties Involved: Clearly state the names and addresses of the parties in the agreement: the business and the reseller.
Scope of Products or Services: What is the product being sold? Specify exactly which products or services the reseller is authorized to sell. Throw in any limits, like regions where they can operate.
Pricing and Payment Terms: Arguably one of the most important terms of any contract, set pricing strategies and payment terms. Lay out the pricing structure, including wholesale costs, retail suggestions, and any discounts or commissions. Don’t forget to include payment terms like due dates, methods of payment, and any fees for late payments.
Brand Guidelines: This agreement makes sure your resellers stick to your guidelines and upholds your quality standards.
Responsibilities of the Reseller: Outline the resellers duties, such as how they should market and sell the products, whether they need to report sales, keep inventory levels in check, or provide customer support.
Intellectual Property Rights: Here’s where it’s made clear who owns the trademarks, copyrights, and patents. Cover all the intricacies of the reseller's right to sell, not any ownership over the brand and its products.
Confidentiality Clause: A confidentiality clause helps keep trade secrets, pricing details, and sensitive data safe.
Term and Termination: The basic timeline of the contract, including how and when termination of the agreement is handled. If one party wants to end the contract, outline any notice periods and conditions to the termination.
Dispute Resolution: Will disputes or legal issues be handled through mediation, arbitration, or something else? In business operations, this is crucial.
Governing Law: Which laws apply to the relationship and reseller agreement? Decide which jurisdiction’s laws will rule over the agreement, which is especially important for international partnerships.

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RESELLER
Agreement
Jim Clark Co
Reseller Agreement
AGREEMENT
This Reseller Agreement (“Agreement”) is made and entered into on Start Date: by and between Principal (Product/Service Provider), Legal Name or Business Name: , Address: , Phone: , Email: , and Reseller, Legal Name or Business Name: , Address: , Phone: , Email: .

The Principal, a company providing the following goods and/or services: , appoints the Reseller as an authorized reseller of the Principal’s goods and services, subject to the terms below.

1. Purpose and Intention
The purpose of this Agreement is to authorize the Reseller to market and sell Principal’s goods and/or services under the terms of this Agreement, fostering a mutually beneficial relationship while protecting Principal’s business and intellectual property.

2. Appointment of the Reseller
Principal hereby appoints Reseller as an authorized reseller of Principal’s products and services, subject to the limitations and terms of this Agreement.

3. Term of the Agreement

Agreement Commencement Date:
Agreement End Date:
Renewal: The Agreement may be renewed if both parties agree in writing at least days before expiration.

4. Goods or Services Authorized for Resale
Authorized products and/or services, including models, versions, SKUs, or other specifics.

5. Limitations on the Right to Resell

Territory in which Reseller is authorized to sell:
Exclusivity within the territory: Exclusive Non-exclusive
Reseller shall not market or sell Principal’s goods or services outside the authorized territory without Principal’s prior written consent.

6. Pricing and Sales Tax
Resale Pricing: Set by Reseller, though Principal may issue recommended retail prices.

Discounts or Program Terms (if any):
Sales and Other Taxes: Reseller is responsible for collecting and remitting all applicable taxes.
Price Change Notice Period by Principal: days.

7. Purchase Orders

Submission Method for Purchase Orders:
Modification or Cancellation Window after order placement: hours
Order Acceptance: Principal may accept or reject any purchase order in its discretion.

8. Delivery and Acceptance of Goods or Services

Delivery Terms and Location:
Acceptance and Inspection Period after delivery: days
Defect Repair or Replacement Time after notice of defect: days

9. Invoicing and Payment
Invoice issued by Principal upon acceptance of each purchase order.

Payment Due Period from invoice date: days
Acceptable Payment Methods: Bank transfer Credit card ACH Other:
Late Payment Fee: or percent per month after days past due.

10. Performance Standards and Customer Support
Reseller shall maintain performance standards, including sales quotas or KPIs if specified here:

Principal Support and Training to be provided:
Reseller will handle first-line customer inquiries and product issues; escalation path to Principal:

11. Marketing and Additional Responsibilities

Principal will provide marketing materials, product information, and training resources as reasonably necessary.
Reseller is responsible for marketing activities and shall obtain Principal’s prior written approval for any advertising that uses Principal’s trademarks, logos, or brand assets.

12. Confidentiality and Non-Disclosure
Each party shall keep confidential all proprietary or sensitive information received from the other, including product designs, pricing strategies, marketing plans, client lists, and technical documentation. Confidentiality obligations survive for years after termination. Legally compelled disclosures require prompt notice to the disclosing party where permitted by law.

13. Intellectual Property and Usage Rights
All intellectual property in Principal’s products, documentation, trademarks, and logos remains the exclusive property of Principal. Reseller may use these assets solely to market and resell authorized products and services during the term and must cease all use upon termination.

14. Amendments
This Agreement may be amended only by a written document signed by both parties.

15. Termination

Termination for Convenience: Either party may terminate this Agreement on days’ written notice.
Termination for Cause: Either party may terminate immediately if the other materially breaches this Agreement and fails to cure the breach within days after written notice.
Obligations at Termination: Reseller shall cease representing itself as an authorized reseller, stop using Principal’s IP, and settle all outstanding amounts owed; Principal shall fulfill any accepted orders unless otherwise agreed in writing.

16. Insurance and Compliance
Reseller shall maintain commercially reasonable insurance for its operations and provide proof of coverage upon request. Each party agrees to comply with all applicable laws and regulations governing the sale and distribution of the products or services.

17. Force Majeure
Neither party shall be liable for failure or delay in performing obligations due to events beyond reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, governmental actions, or utility outages. Performance shall resume as soon as practicable.

18. Limitation of Liability and Indemnification

Limitation of Liability: Neither party is liable for indirect, incidental, special, or consequential damages. Principal’s aggregate liability related to this Agreement shall not exceed the total amounts paid by Reseller to Principal for the affected products or services during the twelve months preceding the event giving rise to liability.
Indemnification by Reseller: Reseller shall indemnify, defend, and hold harmless Principal from third-party claims, damages, and expenses arising from Reseller’s resale activities, representations, or noncompliance with laws.
Indemnification by Principal: Principal shall indemnify, defend, and hold harmless Reseller from third-party claims alleging that authorized products or provided materials infringe third-party intellectual property rights, except to the extent caused by Reseller’s modifications or misuse.

19. Dispute Resolution and Governing Law

Negotiation: Parties will first attempt to resolve disputes through good-faith negotiation.
Mediation or Arbitration: If not resolved, the dispute will be submitted to mediation or to binding arbitration administered by
Governing Law and Venue: State or Country governing this Agreement: . Venue for any permitted court action:
Signatures
Click to sign

John Doe

Click to sign

Brittany Austin
Entire Agreement

This Agreement constitutes the entire understanding between the parties and supersedes all prior discussions or agreements regarding the subject matter. It may be executed in counterparts and by electronic signature, each counterpart deemed an original and together one instrument.