Reseller Agreement Template

Reseller Agreement 

This Reseller Agreement ("Agreement") is made and entered into on [Start Date], by and between:

The Principal, a company providing [Goods/Services], appoints the Reseller as an authorized reseller of the Principal’s goods and services, subject to the terms outlined in this Agreement.

1. Purpose and Intention:

The purpose of this Agreement is to authorize the Reseller to market and sell the goods or services provided by the Principal under the terms outlined in this Agreement. Both parties intend to foster a mutually beneficial relationship that allows the Reseller to effectively sell the products and services while ensuring the Principal’s business and intellectual property are protected.

2. Appointment of the Reseller:

The Principal hereby appoints the Reseller as an authorized reseller of the Principal's products and services, subject to the terms and limitations set forth in this Agreement.

3. Term of the Agreement:

• Start Date: This Agreement will commence on [Start Date].
• End Date: This Agreement will terminate on [End Date], unless earlier terminated in accordance with the termination provisions outlined below.
• Renewal: The Agreement may be renewed if both parties agree in writing at least [Specify time period, e.g., 30 days] before the expiration of the Agreement.

4. Goods or Services Authorized for Resale:

The Principal authorizes the Reseller to market and resell the following goods or services:

• [List detailed descriptions of the products or services, including model numbers, versions, or other specifics].

5. Limitations on the Right to Resell:

The Reseller is authorized to sell the goods or services only within the following geographic territory: [Specify geographic territory, if applicable].

• Exclusive/Non-Exclusive Right: The Reseller's rights are [exclusive/non-exclusive] within the specified territory.
• The Reseller may not market or sell the Principal’s goods or services outside of this territory without written consent.

6. Pricing and Sales Tax:

• Resale Pricing: The Reseller is responsible for setting the resale price of the goods or services. However, the Principal may provide recommended retail prices (RRP) to guide the Reseller's pricing.
• Discounts: The Principal may offer discounts to the Reseller for bulk purchases or specific promotions.
• Sales Tax and Other Taxes: The Reseller is responsible for collecting and remitting all applicable sales taxes and other related taxes on the resale of the goods or services.
• Price Change Policy: The Principal reserves the right to adjust the pricing of the goods or services with [Specify time period, e.g., "30 days' notice"] to the Reseller.

7. Purchase Orders:

• Submission of Orders: The Reseller will submit purchase orders to the Principal via [Specify method, e.g., email, online portal].
• Modifications and Cancellations: The Reseller may modify or cancel a purchase order within [Specify time period, e.g., 24 hours] of placing the order, subject to approval by the Principal.
• Order Acceptance: The Principal reserves the right to accept or reject any purchase order at its discretion.

8. Delivery and Acceptance of Goods or Services:

• Delivery Terms: The Principal will deliver the goods or services to the Reseller's designated location according to the shipping or delivery schedule agreed upon by both parties.
• Acceptance and Inspection: The Reseller must inspect all deliveries upon receipt. Any defective or non-conforming items must be reported within [Specify time period, e.g., 7 days] of delivery.
• Repairs and Replacements: The Principal agrees to repair or replace any defective products within [Specify time period, e.g., 30 days] of receiving notice of the defect.

9. Invoicing and Payment:

• Invoicing Procedure: The Principal will issue an invoice to the Reseller upon acceptance of a purchase order.
• Payment Schedule: Payment is due within [Specify time period, e.g., 30 days] of the date of the invoice unless otherwise agreed.
• Acceptable Payment Methods: Payments may be made via [List acceptable methods, e.g., bank transfer, credit card].
• Late Payments: A late fee of [Specify amount or percentage] will apply if payments are not received by the due date.

10. Performance Standards and Customer Support:

• Reseller’s Performance: The Reseller is expected to maintain performance standards set by the Principal, including maintaining sales quotas and providing excellent customer service.

• Customer Support: The Principal will provide product support and training materials to the Reseller as needed. The Reseller will handle front-line customer inquiries and product issues.

11. Marketing and Additional Responsibilities:

• Principal’s Responsibilities: The Principal agrees to provide marketing materials, product samples, and training to support the Reseller’s efforts.
• Reseller’s Responsibilities: The Reseller is responsible for marketing the Principal’s products or services and may engage in advertising campaigns with prior approval from the Principal.

12. Confidentiality and Non-Disclosure:

Both parties agree to keep confidential any proprietary or sensitive information shared during the term of this Agreement. This includes, but is not limited to, product designs, pricing strategies, marketing plans, and client lists. The confidentiality obligation will remain in effect for [Specify time period] after the termination of this Agreement.

13. Intellectual Property and Usage Rights:

The Principal retains all intellectual property rights to the products, trademarks, logos, and other materials provided to the Reseller. The Reseller may use these materials only in connection with the authorized resale of the products or services and must cease use immediately upon termination of this Agreement.

14. Amendments to the Contract:

This Agreement may be amended only by a written document signed by both parties. Any changes to this Agreement must be agreed upon in writing before they take effect.

15. Termination of the Contract:

• Termination by Either Party: Either party may terminate this Agreement with [Specify notice period, e.g., 30 days] written notice.
• Termination for Cause: Either party may terminate the Agreement immediately if the other party breaches a material provision of the Agreement and fails to remedy the breach within [Specify time period, e.g., 10 days] of receiving written notice of the breach.

16. Insurance and Compliance:

The Reseller agrees to maintain insurance coverage for its operations and will provide proof of insurance upon request. Both parties agree to comply with all applicable local, state, and federal laws related to the sale and distribution of the products or services.

17. Force Majeure:

Neither party will be liable for failure to perform its obligations under this Agreement if such failure is caused by events beyond its reasonable control, such as natural disasters, war, strikes, or other unforeseeable circumstances ("Acts of God").

18. Limitation of Liability and Indemnification:

• Limitation of Liability: Neither party will be liable for indirect, incidental, or consequential damages arising from the performance of this Agreement.
• Indemnification: The Reseller agrees to indemnify and hold harmless the Principal from any claims, damages, or losses arising from the Reseller's resale of the products or services, including liability to third parties.

19. Dispute Resolution and Remedies:

• Negotiation: In the event of a dispute arising from this Agreement, the parties agree to first attempt to resolve the issue through informal negotiation.
• Mediation/Arbitration: If negotiation fails, the parties agree to submit the dispute to mediation or binding arbitration under the rules of [Specify mediation/arbitration organization].
• Governing Law: This Agreement will be governed by the laws of [Specify State/Country].

20. Signatures:

By signing below, the parties agree to the terms and conditions outlined in this Reseller Agreement.

This Agreement constitutes the entire understanding between the parties and supersedes all prior discussions, negotiations, or agreements, whether written or oral. This Agreement may not be amended except by written agreement signed by both parties. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.