Do electronic signatures make the agreement enforceable?

Yes. Electronic signatures are legally binding under the ESIGN Act (15 U.S.C. ch. 96) and UETA in most states, provided intent, consent, attribution, and retention requirements are met.

When is a Business Associate Agreement required?

A BAA is required whenever the reseller or supplier will create, receive, maintain, or transmit protected health information on behalf of a covered entity under HIPAA.

Can the agreement be notarized remotely?

Many states permit Remote Online Notarization with identity-proofing and audio-video recording; verify state notary rules and retention requirements before using RON.

How long should signed agreements be retained?

Retain executed agreements for the contract term plus at least three years; HIPAA-related records must be kept six years per 45 CFR §164.530(j).

What happens if a signatory lacks authority?

If a signer lacks authority, the agreement may be voidable; verify corporate authorization and consider obtaining a board or officer resolution.

How to correct errors after signing?

Execute a signed amendment or corrected agreement with clear reference to the original document; do not alter the original signed PDF without documenting the change.

Electronic Signature
Templates
Healthcare
Healthcare Resale Agreement

Healthcare Resale Agreement

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HEALTHCARE RESALE AGREEMENT

This Healthcare Resale Agreement ("Agreement") is made effective as of by and between Seller: , Address: ; and Reseller: , Address: .

1. Recitals and Purpose

WHEREAS, Seller develops, manufactures or supplies certain healthcare products and medical supplies listed in Schedule A and desires to appoint Reseller to resell such products subject to the terms and conditions set forth herein; and WHEREAS, Reseller desires to obtain the right to purchase and resell such Products to permitted purchasers in accordance with this Agreement.

2. Definitions

Capitalized terms used in this Agreement shall have the meanings set forth in this Section and elsewhere in the Agreement. "Products" means the healthcare goods identified in Schedule A. "End User" means the ultimate purchaser or patient receiving the Product. "Confidential Information" includes regulatory filings, pricing, formulas, customer lists and other non-public information.

3. Appointment; Scope

Seller hereby appoints Reseller, and Reseller accepts appointment, to purchase and resell Products in the Territory described in Schedule B on a non-exclusive basis exclusive basis under the terms of this Agreement. Reseller shall not market or sell Products outside of the Territory without Seller's prior written consent.

4. Products, Ordering and Forecasting

Product Catalog / Schedule A Ordering and Forecasts

Minimum purchase commitment per period: . Standard lead time: days.

5. Pricing, Invoicing and Payment

Price List Reference Payment Terms

Taxes and duties are the responsibility of: . Currency for payments: .

6. Delivery; Title and Risk of Loss

Delivery terms shall be FOB Seller facility unless otherwise agreed in writing. Title and risk of loss shall pass to Reseller upon delivery to the carrier unless otherwise specified in writing.

7. Returns, Warranty and Recalls

Warranty & Returns Procedure Recall Procedure

8. Regulatory Compliance; Quality

Each party shall comply with all applicable laws, regulations and standards governing manufacture, distribution and sale of healthcare products, including but not limited to licensing, registration, labeling, and adverse event reporting. Reseller shall not modify labeling, remove unique device identifiers (UDI) or alter product packaging without Seller's prior written consent.

Seller Certifications and Approvals Reseller Licenses and Registrations

9. Privacy; PHI; Business Associate

Reseller and Seller acknowledge that certain transactions may require access to protected health information (PHI). If PHI is exchanged, the parties shall execute a separate Business Associate Agreement and comply with applicable privacy and security rules. Does this Agreement contemplate exchange of PHI? Yes No

Business Associate Agreement Status

10. Confidentiality

Each party shall maintain the confidentiality of Confidential Information and shall not disclose such information except to employees, agents or contractors who have a need to know and are bound by confidentiality obligations. Confidentiality obligations survive termination for a period of five (5) years.

11. Indemnification and Insurance

Each party shall indemnify, defend and hold harmless the other party from and against third-party claims arising from its negligence, willful misconduct, breach of this Agreement, or violation of applicable law. Reseller shall maintain product liability and professional liability insurance in amounts not less than: per occurrence.

12. Term and Termination

The initial term of this Agreement shall be years and shall automatically renew for successive one-year periods unless either party provides written notice of non-renewal at least days prior to expiration. Either party may terminate for material breach if the breach is not cured within days after written notice.

13. Audit and Recordkeeping

Reseller shall maintain complete and accurate records of purchases, returns, end-user sales and any distribution of Products for a period of five (5) years following the date of the transaction. Seller shall have the right, upon reasonable notice and during normal business hours, to audit such records to verify compliance.

14. Notices

Seller Notice Address Reseller Notice Address

15. Governing Law; Dispute Resolution

This Agreement shall be governed by the laws of the state of without regard to conflict of laws principles. The parties agree to submit to the exclusive jurisdiction of the courts located in that state unless the parties agree in writing to binding arbitration.

16. Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or in connection with a merger or sale of substantially all assets. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

Signatures

Seller - Printed Name:

Reseller - Printed Name:

By:

Date:

What the Healthcare Resale Agreement Is and when it applies

A Healthcare Resale Agreement is a contract used when a party resells healthcare products, supplies, or services originally sourced from a manufacturer, distributor, or licensed reseller. It defines permitted resale channels, pricing or markup rules, product representation, warranty pass-through, and obligations for handling protected health information where applicable. The agreement allocates responsibilities for compliance with healthcare-specific laws, including HIPAA privacy requirements and applicable state regulations, and establishes remedies, recordkeeping expectations, and the effective date and term of the resale relationship.

Why a clear Healthcare Resale Agreement matters

A precise resale agreement reduces commercial uncertainty, limits regulatory exposure, and protects patient and purchaser data by clarifying who controls pricing, returns, records, and PHI handling under HIPAA.

Who commonly completes a Healthcare Resale Agreement

Each signer should confirm authority to bind their organization and whether a Business Associate Agreement or other HIPAA addendum is needed.

Manufacturers and distributors reselling through third parties with compliance oversight and warranty pass-through obligations.
Healthcare provider-resellers who must ensure HIPAA safeguards and patient-data handling during resale.
Purchasing agents and procurement teams that verify sourcing, pricing caps, and documentation for audits.

Core clauses found in a professional Healthcare Resale Agreement

A robust agreement balances commercial terms with regulatory controls, covering pricing, product provenance, compliance, and liability allocation in measurable, enforceable language.

Parties

Defines legal names, business types, and contact information for reseller, supplier, and any intermediaries; needed for enforceability.

Scope

Specifies products, territories, permitted channels, and exclusivity or non-exclusivity to prevent unauthorized resale.

Pricing

Sets allowed resale prices, discounts, markups, and reconciliation intervals; include formulae for adjustments where required.

Compliance

Requires adherence to HIPAA and other healthcare laws, including obligation to sign a BAA when PHI is exchanged.

Warranties

Allocates warranty transfer procedures, return authorizations, and repair or replacement responsibilities.

Termination

Lists termination triggers, notice periods, post-termination obligations, and disposition of inventory and records.

Step-by-step: completing the Healthcare Resale Agreement

Follow these steps in order to complete, review, and execute the agreement with minimal compliance risk.

01

Gather documents: Collect entity formation, reseller authorization, and any prior purchase orders.
02

Populate fields: Fill names, dates, product lists, pricing, and territory using the fillable-fields guidance.
03

Compliance review: Have legal and privacy teams confirm HIPAA, BAA needs, and regulatory clauses.
04

Sign and retain: Execute by authorized signers and store the signed copy with an audit trail.

How to configure an online resale agreement workflow

Configure these settings when sending the agreement for electronic signatures to ensure secure routing and auditability.

Field	Configuration
Signer order	Choose sequential or parallel signing to match internal approvals
Authentication	Enable email links or SMS code; use stronger ID verification for high-risk transactions
Attachments	Require proof of authorization or product certificates as mandatory uploads
Retention	Enable durable storage and automated export to document repository

Digital signing and eSubmission considerations

Use platforms with HIPAA BAA options and secure export formats to preserve evidentiary value and regulatory compliance.

Authentication: Email, SMS, or KBA
Audit Trail: IP, timestamp, action log
Integrations: CRM and storage links

Where to send and how to route the executed agreement

A clear routing plan reduces delays and ensures the right teams receive the signed agreement and supporting records.

Supplier: Supplier retains a signed copy and updates inventory status
Reseller: Reseller stores copy in procurement records and updates pricing systems
Legal: Legal retains executed contracts for audit and dispute support
Compliance: Privacy team archives BAAs and PHI handling records

Time-sensitive dates and deadlines to track

Monitor signing, renewal, and reporting deadlines to avoid penalties and preserve rights.

Execution Deadline:

Complete signing by agreed effective date

Renewal Notice:

Send notice within the contract’s defined notice period

Price Reconciliation:

Perform at intervals specified in the agreement

BAA Execution:

Execute BAA before exchanging PHI

Record Retention:

Begin retention tracking on effective date

Key milestones from negotiation to post-termination

Track these sequential milestones to manage implementation, compliance, and wind-down tasks effectively.

01

Negotiation Complete

All commercial and compliance terms agreed and documented

02

Execution

Authorized signers execute and date the agreement

03

Onboarding

Reseller and supplier complete systems and inventory setup

04

Post-Termination Actions

Return, destroy, or transfer inventory and records per contract

Common mistakes to avoid when preparing the agreement

Failing to specify whether PHI is exchanged and omitting a BAA when required creates regulatory risk.
Using vague pricing language or undefined calculation methods leads to disputes during reconciliation.
Not confirming signer authority or corporate approval can render the agreement unenforceable.
Ignoring state-specific resale or consumer-protection rules may trigger penalties or invalidation.

Penalties and legal risks of an incorrect or incomplete agreement

HIPAA Exposure: Civil penalties and corrective action possible

Tax Penalties: Backup withholding or reporting penalties under IRC §6721

Contract Invalidity: Incorrect authority can void obligations

Breach Liability: Indemnity and damages claims

Regulatory Fines: State consumer protection fines

Supply Disruption: Injunctions or loss of resale rights

Required compliance data elements to include

Entity IDs: EIN or TIN

Contact Info: Street address and business email

PHI Handling: BAA present if PHI exchanged

Insurance: Liability coverage limits

Audit Rights: Inspection and record access clauses

Termination Terms: Notice periods and remedies

Supporting documents and export formats to include

Attach these supporting materials to strengthen the agreement and preserve auditability.

Certificate of Origin

Proves product provenance and helps identify restricted goods or regulatory obligations in specific states.

Business Associate Agreement

Required when PHI is shared; documents permitted uses, safeguards, and breach notification procedures.

Pricing Schedules

Detailed line-item pricing, discount rules, and example calculations for transparency and reconciliation.

Signed Addenda

Exhibits for warranty terms, returns process, and technical specifications that form part of the contract.

eSignature vendor pricing and capability snapshot for Healthcare Resale Agreements

Compare starting price, trial options, bulk-send capability, audit features, HIPAA support, and envelope limitations when choosing a signing platform.

	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 trial	Varies	Varies	Varies	Varies
Bulk Send	Yes	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No
Envelope Cap	No cap	100 envelopes/user/year	Varies	Varies	Varies

Frequently asked questions about Healthcare Resale Agreements

Answers to common execution, compliance, and storage questions encountered when preparing or signing a Healthcare Resale Agreement.

Need help? Contact support

Do electronic signatures make the agreement enforceable?
Yes. Electronic signatures are legally binding under the ESIGN Act (15 U.S.C. ch. 96) and UETA in most states, provided intent, consent, attribution, and retention requirements are met.
When is a Business Associate Agreement required?
A BAA is required whenever the reseller or supplier will create, receive, maintain, or transmit protected health information on behalf of a covered entity under HIPAA.
Can the agreement be notarized remotely?
Many states permit Remote Online Notarization with identity-proofing and audio-video recording; verify state notary rules and retention requirements before using RON.
How long should signed agreements be retained?
Retain executed agreements for the contract term plus at least three years; HIPAA-related records must be kept six years per 45 CFR §164.530(j).
What happens if a signatory lacks authority?
If a signer lacks authority, the agreement may be voidable; verify corporate authorization and consider obtaining a board or officer resolution.
How to correct errors after signing?
Execute a signed amendment or corrected agreement with clear reference to the original document; do not alter the original signed PDF without documenting the change.

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