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HR Reseller Agreement

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HR RESELLER AGREEMENT

This HR Reseller Agreement (the Agreement) is made and entered into by and between:

Provider Name:    Reseller Name:

Effective Date:    Territory:

1. Definitions

Capitalized terms used in this Agreement shall have the meanings set forth below. "Products" means Provider's HR services, software, subscriptions, and associated materials as described in an Order Form. "Order Form" means a writing executed by both parties specifying Products, pricing and delivery terms. "Confidential Information" has the meaning set forth in Section 8.

2. Appointment and Scope

Provider grants Reseller a non-exclusive, non-transferable right to market, promote and resell the Products to end customers within the Territory, subject to the terms of this Agreement. Reseller is authorized to quote and execute Order Forms on Provider's behalf only to the extent expressly delegated in a separate written reseller schedule.

3. Reseller Representations, Warranties and Qualifications

Reseller represents and warrants that it has full corporate power and authority to enter into this Agreement and to perform its obligations; that it will conduct sales activities in compliance with all applicable laws, including employment, labor and data protection laws; and that it will not make representations or warranties concerning the Products other than those expressly authorized in writing by Provider.

4. Pricing, Commissions and Payment Terms

Reseller shall pay Provider fees for Products as set forth in each Order Form. Provider shall pay Reseller a commission on net receipts attributable to Reseller-sourced sales in accordance with the commission schedule agreed in writing by the parties.

5. Taxes and Withholding

Each party shall be responsible for its own taxes. Reseller shall be responsible for sales, use or other taxes arising from Reseller's sales, except taxes based on Provider's net income. Commissions payable to Reseller shall be subject to withholding if required by applicable law.

6. Confidentiality and Data Protection

Each party shall protect the other party's Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care. Reseller shall comply with Provider's data handling instructions and shall not access, process, or store personal data except as necessary to perform its obligations. The parties will enter any required data protection addendum where processing of personal data is involved.

7. Intellectual Property

Provider retains all right, title and interest in and to the Products and Provider's trademarks, trade names and copyrights. Reseller is granted no ownership rights. Reseller may use Provider's marks solely as authorized in Provider's trademark guidelines and only during the Term and for the Territory.

8. Support; Service Levels

Provider shall provide technical support and maintenance for Products in accordance with the service level commitments set forth in the applicable Order Form. Reseller shall route end-customer support requests through Provider's designated channels and shall not represent itself as Provider except where expressly permitted.

9. Compliance and Background Screening

Reseller shall comply with all applicable employment, anti-discrimination and privacy laws in hiring and managing its staff. Reseller authorizes Provider to perform background screening on Reseller personnel who will access Provider systems or end-customer data, to the extent permitted by law, subject to Reseller's obtaining any required consents from such personnel.

Reseller authorizes Provider to conduct background checks on designated personnel.

10. Confidentiality of Customer Records

Reseller shall not access, use, or disclose end-customer employee records except as necessary to perform its obligations and shall maintain appropriate administrative, technical and physical safeguards to protect such records.

11. Indemnification and Limitation of Liability

Each party shall indemnify, defend and hold harmless the other party from third-party claims arising from its breach of this Agreement, negligence or willful misconduct, subject to the indemnified party's mitigation obligations. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) ARISING OUT OF THIS AGREEMENT, EXCEPT FOR LIABILITY RESULTING FROM A BREACH OF CONFIDENTIALITY OR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

12. Term and Termination

The Term of this Agreement commences on the Effective Date and continues for year(s) unless earlier terminated as provided herein. Either party may terminate for material breach if the breach is not cured within days after written notice.

13. Post-Term Obligations

Upon termination, Reseller shall cease representing itself as Provider's reseller, return or destroy Provider Confidential Information, and remit to Provider any unpaid amounts. Surviving obligations such as confidentiality, indemnity, payment and intellectual property shall survive termination.

14. Audit Rights and Reporting

Provider may audit Reseller's records relating to sales and customer accounts to verify commissions and compliance upon reasonable notice and during normal business hours. Reseller shall retain records for at least years.

15. Notices

All notices under this Agreement shall be in writing and shall be delivered to the addresses below by hand, nationally recognized overnight courier, or certified mail, return receipt requested.

16. Relationship of Parties; Assignment

The parties are independent contractors. Nothing in this Agreement shall be construed to create a joint venture, partnership or agency relationship except as expressly set forth in writing. Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or in connection with a sale of substantially all assets.

17. Governing Law and Dispute Resolution

This Agreement shall be governed by the laws of the State of without regard to conflicts of law principles. The parties shall attempt in good faith to resolve disputes by negotiation prior to initiating arbitration or litigation.

18. Miscellaneous

This Agreement, including all executed Order Forms and appendices, constitutes the entire agreement between the parties and supersedes all prior agreements. Any amendment must be in writing and signed by authorized representatives of both parties. If any provision is held invalid, the remaining provisions shall remain in full force and effect.

19. Certifications

Each party certifies that the individual signing below is duly authorized to execute this Agreement on behalf of the signing party and that the party will be bound by the obligations set forth herein. Reseller certifies that all information provided to Provider concerning Reseller's capabilities and qualifications is true and complete.

Provider Printed Name:

By:

Date:

Reseller Printed Name:

By:

Date:

Enter text✕

Overview of the HR Reseller Agreement

An HR Reseller Agreement is a written contract in which an HR software or services vendor appoints a reseller or channel partner to market, sell, and support the vendor's HR products. The agreement defines scope, territories, pricing or commission schedules, performance targets, intellectual property rights, confidentiality, compliance obligations, term and termination, and post-termination obligations. It governs the commercial relationship and allocates responsibilities for customer onboarding, data handling, training, marketing, and service levels. For many sellers and resellers this document serves as the primary commercial and operational standard for channel partnerships.

Why a clear HR Reseller Agreement matters

A precise agreement reduces disputes, clarifies revenue share, and preserves confidential and customer data controls. It establishes performance milestones and termination triggers so both parties understand liability, payment timing, and post-termination obligations.

Why a clear HR Reseller Agreement matters

Who prepares and signs an HR Reseller Agreement

Typical users are business and legal teams from both vendor and reseller sides responsible for commercial contracts.

  • Vendor commercial or channel manager — negotiates territory, pricing, and support obligations and coordinates legal review.
  • Reseller business development or partnerships lead — confirms commission models, leads targets, and local compliance needs.
  • Corporate counsel or outside counsel — reviews indemnities, IP assignment, and data-protection clauses before execution.

Final execution usually requires signatory-level approval from authorized representatives named in the signature block.

Authorized signers for this agreement

Vendor Signatory — VP Sales

An officer or delegated executive with authority to bind the vendor. This person confirms product representations, pricing schedules, and grant of reseller rights; counsel often requires a corporate signature block and title verification.

Reseller Signatory — CEO/COO

A senior officer or authorized agent for the reseller who accepts commission terms, territory restrictions, and support responsibilities. Signer identity must match corporate records to avoid enforcement issues.

Core clauses to include in a professional HR Reseller Agreement

A robust agreement organizes responsibilities, commercial terms, and protections so the reseller-vendor relationship runs predictably and compliantly.

Appointment

Define exclusivity, territory, channel type, and whether the reseller is an agent or independent reseller; limit representations that could bind the vendor.

Scope of Services

Specify which products, services, and editions the reseller may sell, plus permitted marketing material, support obligations, and training commitments.

Commission and Pricing

Set commission rates, payment schedules, currency, chargebacks, invoicing procedures, and how refunds/credits affect commissions.

Term and Termination

State initial term, renewal mechanics, termination for cause or convenience, cure periods, and post-termination wind-down obligations.

Data Protection and Compliance

Allocate responsibilities for customer data, require compliance with applicable laws (e.g., HIPAA where relevant), and mandate security controls and breach notification.

IP, Confidentiality, and Liability

Define ownership of IP, permitted use of trademarks, confidentiality obligations, indemnities, and caps on liability or carve-outs.

Step-by-step: completing and executing the HR Reseller Agreement

Follow these steps to prepare, approve, and finalize the agreement with minimal friction.

  • 01
    Draft: Populate core fields and append exhibits.
  • 02
    Review: Legal and finance review key clauses and tax implications.
  • 03
    Negotiate: Confirm commercial terms and any carve-outs.
  • 04
    Execute: Obtain authorized signatures and date the contract.

How to configure an online workflow for this agreement

Typical digital workflows automate routing, authentication, and record capture for reseller contracts.

Field Configuration
Agreement Name Populate a consistent title for template management
Effective Date Use date picker with MM/DD/YYYY enforcement
Parties Pre-fill company contacts from CRM
Signature Order Set vendor first, reseller second; allow parallel where agreed

Where to send copies and who receives completed agreements

After execution, distribute signed copies to key stakeholders and systems to ensure compliance and operational handoff.

  • Vendor Legal: Receives final countersigned PDF for contract archive
  • Reseller Finance: Receives invoice and commission schedule
  • CRM: Store contract metadata and expiry dates
  • Compliance Team: Archive data-protection and BAA records where required

Technical needs for digital completion and distribution

Ensure your eSignature and document storage platform supports required security and integrations before sending agreements.

  • Integrations: CRM and cloud storage
  • Security: Encryption and audit trail
  • Auth: Multi-factor signer verification

Choose configurations that produce a tamper-evident PDF, capture timestamps and IP addresses, and route copies to legal and finance automatically.

Key deadlines and timing expectations

Track commercial and administrative dates to avoid missed payments or renewal surprises.

Effective Date:

Contract obligations begin on the signed effective date.

Commission Reporting:

Typically monthly reporting with payment within Net 30.

Renewal Notice:

Provide written renewal or nonrenewal notice 30–90 days before term end.

Cure Periods:

Allow the specified cure period (commonly 30 days) before termination for breach.

Record Retention:

Maintain contract records per legal and tax retention schedules.

Common preparation mistakes to avoid

  • Using abbreviated or trade names rather than the legal entity name creates enforceability disputes and payment delays.
  • Failing to state commission calculation and treatment of refunds or chargebacks causes recurring reconciliation problems.
  • Leaving scope vague (unspecified products or services) leads to disputes over permitted resale and marketing activities.
  • Omitting data handling or BAA clauses when dealing with protected health information exposes parties to regulatory risk.

Primary legal and operational risks

Tax Withholding: Incorrect classification triggers backup withholding and IRS penalties.
Breach Damages: Contractual breaches may lead to indemnity and damages claims.
Commission Disputes: Unclear payment terms produce payment disputes and litigation risk.
Privacy Exposure: Failing HIPAA/CCPA controls can lead to regulatory penalties.
Termination Costs: Early termination may require cure periods and transition obligations.
Unenforceable Terms: Overbroad exclusivity or restraint clauses risk invalidation by courts.

Essential security and compliance elements to require

Data Encryption: AES-256 at rest
Transport Security: TLS 1.2/1.3 in transit
Audit Trail: Timestamps, IP addresses
BAA Availability: Business Associate Agreement
Access Controls: Role-based permissions
Certifications: SOC 2 Type II, ISO 27001

Common eSignature vendor pricing and capability snapshot

Compare baseline pricing and essential capability differences to choose an eSignature provider for executing HR Reseller Agreements.

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) Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No

Real-world examples and comparable experiences

These brief examples illustrate how organizations use digital signing and workflow automation for reseller and channel contracts.

Optica Ventures — COO

Their team valued a simple interface for partners to sign agreements quickly

  • ease of use reduced follow-up emails
  • The streamlined process improved partner onboarding and reduced administrative delays across multiple reseller deals.

Tech Data — CEO

Used digital agreement workflows to coordinate internal and external approvals

  • improved speed to revenue
  • The centralized signing process allowed better tracking of commission schedules and contract expirations.

Frequently asked questions about HR Reseller Agreements

Answers to common execution, signature, and compliance questions when preparing reseller contracts.


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