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Business MAP Agreement

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Business MAP Agreement

This Business Minimum Advertised Price Agreement ("Agreement") is made and entered into as of by and between Supplier Name: , with principal place of business at , and Reseller Name: , with principal place of business at .

WHEREAS

WHEREAS, Supplier develops, markets and sells certain branded products identified in Exhibit A (the "Products") and maintains a program establishing minimum advertised prices for such Products to protect brand reputation, channel margins and consumer perception; and

WHEREAS, Reseller is an authorized reseller of Supplier's Products and desires to advertise and sell the Products in accordance with Supplier's Minimum Advertised Price ("MAP") policy and associated marketing cooperation terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth in writing the scope, payment terms, confidentiality obligations and enforcement mechanisms relating to the MAP program and any cooperative marketing funds payable by Supplier to Reseller under this Agreement.

1. Scope of Work

1.1 Supplier authorizes Reseller to advertise, market and resell the Products subject to the MAP policy terms set forth herein. Reseller shall not advertise any Product at a price below the MAP or otherwise in a manner that undermines Supplier's established pricing policy. Specific obligations and authorized marketing activities are described below:

1.2 Reseller agrees to comply with Supplier's written MAP policy as communicated in writing from time to time. Breach of the MAP policy by Reseller shall permit Supplier to exercise remedies set forth in Section 6.

2. Payment Terms

2.1 Enrollment Fee (if applicable): Reseller shall pay a one-time enrollment fee for participation in Supplier's MAP/cooperative marketing program in the amount of .

2.2 All amounts owed under this Agreement shall be paid in United States dollars, unless otherwise agreed in writing. Unless otherwise specified in the payment schedule, invoices are due net 30 days from receipt. Overdue amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, plus any reasonable collection costs incurred by the non-breaching party.

3. Term and Termination

3.1 Term: This Agreement shall commence on the Effective Date and continue until unless earlier terminated as provided herein.

3.2 Termination for Convenience: Either party may terminate this Agreement for any reason upon providing written notice at least days prior to the effective termination date.

3.3 Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall be without prejudice to any rights or remedies accrued prior to termination.

4. Confidentiality

4.1 Definition: "Confidential Information" means non-public information disclosed by a party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including MAP pricing schedules, marketing fund calculations, sales data, customer lists and promotional plans.

4.2 Obligations: Each party shall: (a) maintain Confidential Information in strict confidence using at least the same degree of care it uses for its own confidential information but no less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, agents or professional advisors who have a need to know and are bound by confidentiality obligations no less restrictive than those herein.

4.3 Exceptions: Confidential Information shall not include information that is or becomes publicly known through no wrongful act of the receiving party, was rightfully in the receiving party's possession prior to disclosure, or is independently developed by the receiving party without use of the disclosing party's Confidential Information.

5. Compliance, Remedies and Limitations

5.1 Compliance: Reseller shall comply with all applicable laws and regulations in connection with advertising and selling the Products. Reseller shall cooperate in good faith with Supplier's reasonable requests to audit compliance with the MAP policy.

5.2 Remedies: If Reseller breaches the MAP policy or other material obligations under this Agreement, Supplier may, in its discretion, suspend or terminate Reseller's participation in the MAP program, withhold marketing funds, or pursue injunctive relief and damages. Supplier's election of any remedy shall not preclude exercise of any other available remedy.

5.3 Limitation of Liability: Except for liability arising from a party's breach of confidentiality, willful misconduct, or gross negligence, neither party shall be liable to the other for consequential, incidental, special or punitive damages. Each party's aggregate liability for direct damages shall be limited to amounts actually paid or payable under this Agreement in the twelve (12) months preceding the claim.

6. Governing Law and Dispute Resolution

6.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of laws principles.

6.2 Dispute Resolution: The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement through negotiation. If the dispute cannot be resolved within forty-five (45) days, either party may seek relief in a court of competent jurisdiction located in the county of the governing state specified above.

7. Miscellaneous

7.1 Entire Agreement: This Agreement, together with any exhibits and written MAP policies incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written.

7.2 Assignment: Neither party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other party, except that Supplier may assign to an affiliate or in connection with a change of control.

7.3 Notices: All notices required or permitted under this Agreement shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail to the addresses set forth above or to such other address as either party may specify in writing.

8. Representations and Signatures

Each party represents and warrants that it has the full corporate or organizational right, power and authority to enter into and perform this Agreement and that the individual signing below is authorized to bind the party.

Supplier

Print Name:

By:

Date:

Title:

Reseller

Print Name:

By:

Date:

Title:

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What a Business MAP Agreement Is and when organizations use it

A Business Minimum Advertised Price (MAP) Agreement is a contract between a brand owner and resellers that restricts the minimum price at which the brand’s products may be advertised. The agreement governs advertised pricing, promotional messaging, and permitted discounts, while typically preserving a reseller’s ability to set final sale prices. MAP Agreements aim to protect brand positioning, margin integrity, and reseller relationships. They include definitions of covered products, acceptable advertising channels, monitoring and enforcement processes, notice and cure periods, and remedies for violations.

Why a Business MAP Agreement matters for brand and channel control

A MAP Agreement protects perceived value and margin by limiting advertised price undercutting, provides a contract basis for monitoring and enforcement, and reduces channel conflicts. Properly drafted agreements clarify expectations, reduce disputes, and create predictable remedies for violations while avoiding legal exposure when aligned with antitrust principles.

Why a Business MAP Agreement matters for brand and channel control

Who typically adopts and signs a Business MAP Agreement

These agreements are most useful in multi-channel retail environments where inconsistent advertised pricing can harm brand value or reseller relationships.

  • Brand owners and manufacturers managing channel pricing and image.
  • National distributors enforcing consistent advertised pricing across resellers.
  • Retailers and e-commerce sellers agreeing to advertising restrictions.

Representative roles that complete or approve a MAP Agreement

Brand Manager

Chief responsibility is defining covered SKUs, permitted promotions, and enforcement thresholds. Typically drafts policy language and coordinates legal review to ensure antitrust compliance and clear reseller communication.

VP of Sales

Authorizes distributor and retail participation, sets escalation and termination processes, and reviews monitoring reports. Works with marketing and legal teams to balance market share and margin objectives.

Key sections to include in a professional Business MAP Agreement

A complete MAP Agreement defines scope, price rules, monitoring and enforcement, remedies, term and termination, and dispute procedures. Clear, specific language reduces ambiguity and supports consistent enforcement across channels.

Parties

Full legal names and business addresses for the brand owner and each reseller, including any applicable DBA or affiliate entities and a designated contract contact for notices.

Covered Products

Precise SKU, model, UPC, or product family listings and any product categories excluded from MAP protection to avoid confusion during monitoring and enforcement.

MAP Pricing Rules

Exact advertised price floors, permitted promotional language, timing of temporary discounts, and examples of compliant and noncompliant advertisements for clarity and consistent interpretation.

Monitoring & Evidence

How advertising will be monitored (scraping, third-party audits), what constitutes evidentiary proof, and permissible record formats to support enforcement actions.

Enforcement & Remedies

Notice and cure periods, tiered penalties (warnings, withholding of incentives, suspension), and contractual remedies including liquidated damages when appropriate and enforceable.

Term & Termination

Agreement duration, renewal mechanics, termination for convenience or breach, and post-termination obligations such as inventory sell-through rules and surviving clauses.

Step-by-step: drafting, approving, and activating a MAP Agreement

Follow a consistent sequence to reduce legal risk and speed implementation: draft, review, sign, publish, and monitor.

  • 01
    Draft the policy: Define products, pricing, and remedies in clear contractual language.
  • 02
    Legal review: Validate antitrust exposure and state-specific requirements before approval.
  • 03
    Execute signatures: Collect signed copies from all parties using secure eSignature methods.
  • 04
    Monitor and enforce: Implement monitoring and apply remedies according to the contract.

Typical MAP Agreement workflow from creation to archive

A simple workflow keeps the MAP Agreement enforceable and auditable: create, approve, distribute, monitor.

  • Create: Prepare the agreement template and populate party data and SKU lists.
  • Approve: Obtain legal and commercial sign-off before signature collection.
  • Distribute: Send executed copies to signatories and store in a centralized repository.
  • Monitor: Run scheduled scans and document violations with time-stamped evidence.

Configuring a digital workflow for Business MAP Agreements

Configure a reproducible electronic workflow to ensure consistent execution and a reliable audit trail for every MAP Agreement.

Step Configuration
Template creation Lock required fields and include conditional clauses for specific resellers.
Signature order Set role-based signing order for brand, distributor, and reseller.
Authentication Require email verification or SMS code for signer attribution.
Storage Archive executed PDFs with searchable metadata and retention tags.

Technical considerations for executing a MAP Agreement electronically

Ensure the chosen platform meets your compliance needs (e.g., ESIGN/UETA, optional HIPAA BAA) and retains an immutable audit trail for enforcement.

  • Integrations: Salesforce, NetSuite, Microsoft 365, Google Workspace, Procore supported
  • File formats: PDF and DOCX are standard; HTML and Excel also supported
  • Authentication: Email, SMS code, or advanced signer authentication available

Common timing and deadline conventions used in MAP Agreements

MAP Agreements rely on clearly stated timeframes for notice, cure, and escalation. Typical deadlines help ensure fair enforcement.

Effective Date:

Defines when MAP rules begin; use MM/DD/YYYY format

Notice of Violation:

Often 7–14 business days to notify a reseller of alleged breaches

Cure Period:

Commonly 14–30 calendar days to remedy an advertising violation

Escalation Window:

Follow-up penalties applied 30–60 days after unresolved violations

Audit Frequency:

Monitoring typically scheduled monthly or quarterly depending on risk

Key milestones from agreement negotiation to enforcement

Sequential milestones show the lifecycle of a MAP Agreement from initial drafting to ongoing enforcement and renewal.

01

Negotiate Terms

Draft product lists, pricing floors, and remedies with legal input.

02

Execute Agreement

Collect executed signatures from brand and reseller representatives.

03

Publish Policy

Distribute the signed policy to channel partners and post internally.

04

Monitor & Enforce

Run scheduled checks and apply remedies per the agreement.

How a MAP Agreement differs from a resale price maintenance (RPM) arrangement

Compare MAP agreements (advertised price control) to RPM agreements (resale price setting) to understand legal exposure and business effect.

Criteria MAP Agreement RPM Agreement
Pricing control advertising only resale price setting
Legal scrutiny lower (rule of reason) higher antitrust scrutiny
Typical remedy contractual penalties significant legal risk
Practical outcome protects brand image directly limits reseller pricing

Practical drafting and operational practices for reliable MAP enforcement

Adopt clear drafting and consistent operational controls to reduce disputes and minimize legal risk when enforcing MAP policies.

Define products precisely and update regularly
Maintain an explicit SKU or UPC list and revision process so monitoring identifies violations reliably. Communicate changes to resellers with documented acknowledgement.
Use clear advertising examples
Include sample compliant and noncompliant advertisements and explicitly state whether shipping, taxes, or rebates count toward advertised price.
Create transparent enforcement tiers
Set progressive penalties with notice and cure steps. Document every enforcement action and apply policies uniformly to avoid claims of discrimination.
Retain comprehensive evidence and audit logs
Store time-stamped screenshots, URLs, and communications. Use immutable storage and maintain chain-of-custody for enforcement evidence.

Security and compliance features recommended for electronic MAP Agreements

Encryption in transit: TLS 1.2/1.3
Encryption at rest: AES-256
Compliance certifications: SOC 2 Type II
Legal frameworks: ESIGN and UETA
Healthcare readiness: HIPAA (BAA required)
Standards: ISO 27001

Common penalties and business risks tied to MAP Agreement errors

Contract damages: Compensatory amounts or liquidated damages
Loss of distribution: Suspension or termination of reseller privileges
Reputational harm: Brand trust and reseller relations damaged
Antitrust exposure: Risk when price coordination crosses legal lines
Uneven enforcement: Claims of discrimination or waiver
Evidence gaps: Insufficient proof undermines remedies

Common pitfalls when preparing a MAP Agreement

  • Vague product descriptions that create enforcement ambiguity and cause disputes over whether an item is covered under the policy.
  • Unclear definitions of advertised price (shipping, taxes, rebates) leading to inconsistent monitoring results and contested violations.
  • Applying penalties inconsistently across resellers, which can result in claims of unfair treatment or implied waiver of rights.
  • Failing to document notice and cure steps, making it difficult to demonstrate contractual compliance in disputes or litigation.

Real-world examples of digital agreements and contract workflows

Two illustrative customer experiences show how digital execution and clear policy language reduce friction and support enforcement.

Optica Ventures LLC

Optica streamlined reseller agreements to reduce turnaround time and improve compliance monitoring.

  • The interface is simple and easy-to-use for our team; more importantly, it is just as easy for our customers.
  • The company reduced manual tracking and consolidated executed MAP Agreements into a searchable repository for audits and enforcement.

Martin Properties

A small brand moved to fully digital execution to maintain consistency across resellers.

  • I can process and execute all of these documents online with 100% compliance and built-in security.
  • Faster execution helped them apply enforcement measures uniformly and preserved reseller relationships through transparent notices and cure options.

Comparing eSignature solutions for executing Business MAP Agreements

A concise vendor feature and price comparison to help select an eSignature provider that meets compliance and integration needs.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day free trial Varies by vendor Varies by vendor Varies by vendor Varies by vendor
Bulk Send Yes (Business Premium) Varies by plan Varies by plan Varies by plan Limited or plan dependent
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No

Frequently asked questions about Business MAP Agreements

Clear answers to common legal and operational questions help reduce risk and speed implementation of MAP policies.


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