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Marketing Reseller Agreement

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MARKETING RESELLER AGREEMENT

Parties

This Marketing Reseller Agreement ("Agreement") is entered into effective as of by and between Brand/Client: , with principal address ; and Reseller: , with principal address .

Recitals

WHEREAS, Brand desires to engage Reseller to market, promote and resell certain marketing services and related deliverables as further described in this Agreement; and

WHEREAS, Reseller has expertise and distribution channels to market the Brand's services and/or products to end customers in the Territory designated below.

Appointment; Territory; Term

Brand appoints Reseller as a non-exclusive reseller (unless exclusivity is selected below) to market and resell Brand's marketing services described herein in the territory: .

Initial term: months commencing on Campaign Start Date and ending on , unless earlier terminated in accordance with this Agreement.

Campaign Description

Deliverables & Schedule

Reseller shall deliver the following items in accordance with the schedule and format specified below. Additional deliverables may be added by written amendment signed by both parties.

Compensation & Payment

Brand shall pay Reseller as follows: Base Fee USD; Commission Rate of net revenue generated by Reseller's sales; or other fee structure described below.

Usage Rights & Intellectual Property

Grant: Brand grants Reseller a limited, non-exclusive (unless otherwise specified), non-transferable license to use Brand trademarks, logos, and marketing materials solely for the purpose of performing this Agreement within the Territory and for the Term of this Agreement.

FTC Disclosure Compliance

Reseller shall comply with all applicable advertising, endorsements and disclosure requirements. Reseller represents and warrants that it will include clear and conspicuous disclosures of paid or sponsored content in all deliverables as required by applicable marketing and advertising standards.

Performance, Reporting & Audit

Audit Rights: Brand may, upon reasonable notice, audit Reseller's records relevant to sales, commissions and compliance under this Agreement during normal business hours. Reseller shall retain records for a period of three years following the termination of this Agreement.

Warranties; Indemnification; Liability

Mutual Warranties: Each party represents and warrants that it has full power and authority to enter into this Agreement and to grant the rights herein. Reseller warrants that deliverables will not infringe third party IP rights and will comply with applicable laws and advertising standards.

Indemnification: Reseller shall indemnify, defend and hold harmless Brand and its officers, directors and agents from and against any claims, liabilities, damages and expenses arising from Reseller's breach of this Agreement, negligence, willful misconduct or infringement of third party rights. Brand shall indemnify Reseller for claims arising from Brand materials that infringe third party rights where Brand had sole control over such materials.

Limitation of Liability: Except for breaches of intellectual property ownership and indemnification obligations, neither party shall be liable for consequential, incidental, special or punitive damages. Aggregate liability shall not exceed the amounts paid or payable under this Agreement in the twelve (12) months preceding the claim.

Termination

Either party may terminate this Agreement upon written notice to the other for material breach that is not cured within days following receipt of notice. Either party may terminate for convenience upon days' prior written notice.

Kill Fee: If Brand terminates this Agreement for convenience after Reseller has commenced work on a scheduled deliverable, Brand shall pay a kill fee equal to USD to reasonably compensate Reseller for documented costs and partially completed work.

Effect of Termination: Upon termination, Reseller shall promptly cease use of Brand materials and deliver to Brand all work product, reports and materials for which Brand has paid. Surviving obligations shall include payment for services rendered, confidentiality, indemnities and ownership provisions.

Confidentiality

Each party shall keep confidential all non-public information disclosed by the other party and shall not use such information except to perform this Agreement. Confidentiality obligations shall remain in effect for years after termination.

Assignment; Notices; Governing Law

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or successor in connection with a sale of substantially all assets or stock, provided that the assignee assumes all obligations under this Agreement.

Miscellaneous

Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements and understandings. Amendments must be in writing and signed by both parties.

Independent Contractors: The parties are independent contractors; nothing in this Agreement creates a partnership, joint venture, agency or employment relationship.

Signatures

Brand:

By:

Date:

Reseller:

By:

Date:

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What the Marketing Reseller Agreement Is and when it's used

A Marketing Reseller Agreement is a bilateral contract that authorizes one party (the reseller) to market, promote, and sell another party's products or services under agreed terms. It defines the reseller's scope (territory, channels), commercial terms (commissions, pricing, payment schedule), performance expectations (marketing activities, minimums), intellectual property and branding rules, confidentiality, and termination mechanics. The document helps allocate risk, protect IP and customer data, and set clear metrics and payment timing for commissions and rebates.

Why a clear Marketing Reseller Agreement matters

A well-drafted agreement reduces disputes, aligns expectations for revenue sharing and branding, and protects confidential information and IP while making enforcement and termination straightforward under the chosen governing law.

Why a clear Marketing Reseller Agreement matters

Who typically prepares and signs a Marketing Reseller Agreement

Ensure each organization assigns a single authorized signer with the authority to bind the entity and confirm tax and banking details before execution.

  • Vendor/channel manager — negotiates territory, pricing, and marketing support obligations.
  • Reseller business owner — accepts commission structure and performance targets.
  • General counsel or outside counsel — reviews IP, indemnity, and termination language.

Primary clauses to include in a professional agreement

Cover these core sections to make the relationship enforceable and operational: appointment, territory and exclusivity, commercial terms, marketing obligations, IP and licensing, and termination/transition mechanics.

Appointment

Specify whether the reseller is exclusive or non-exclusive, scope of products/services covered, and any sub-reselling limits.

Territory

Define geographic or vertical boundaries and any customer segmentation or account carve-outs to avoid overlap or channel conflict.

Compensation

Set commission rates, payment timing, invoicing process, chargebacks, and conditions for withholding or clawbacks.

Marketing Obligations

Describe co-marketing funds, approved marketing materials, brand use rules, and minimum activity or lead-generation targets.

IP & License

Grant limited license to use trademarks and materials; protect vendor IP and require return or destruction of materials on termination.

Termination & Transition

State termination for cause or convenience, notice periods, wind-down obligations, and customer/data transition responsibilities.

Essential information and required fields

Reseller Legal Name: Exact registered entity name
Vendor Legal Name: Exact registered entity name
Tax ID: EIN or SSN as applicable
Primary Address: Street, city, state, ZIP
Commission Rate: Percent or fixed amount
Effective Date: MM/DD/YYYY format

Step-by-step: how to complete the agreement

Complete the agreement in a logical sequence to reduce rework and ensure all conditional clauses populate correctly.

  • 01
    Prepare draft: Collect entity details, pricing, and marketing commitments before editing.
  • 02
    Fill fields: Enter legal names, effective date, territory, and commission schedule precisely.
  • 03
    Review clauses: Have counsel confirm IP, indemnity, and termination language.
  • 04
    Sign and record: Obtain authorized signatures and distribute executed copies to both parties.

How to configure a digital workflow for execution

Set up fields and signer order to match your business process, and include required authentication and retention settings.

Field Configuration
Signature Order Vendor first | Reseller second
Authentication Email link + optional SMS code
Conditional Fields Show commission details when 'Paid' checkbox selected
Retention Export PDF + store in contract repository

Where completed Marketing Reseller Agreements should be sent

Route signed copies to internal teams and retain a secure executed version for audit and payment processing.

  • Vendor Legal: Maintains master executed copy for enforcement.
  • Reseller Records: Store copy for commission calculation and tax reporting.
  • Accounting: Use for invoicing, payment, and audit purposes.
  • Contract Repository: Archive PDF with metadata for retrieval and retention.

Digital signing and platform considerations

Verify the vendor supports required eSignature authentication, audit trails, and records export for your compliance posture.

  • Integrations: Salesforce, NetSuite, Google Workspace
  • File formats: PDF, DOCX, HTML supported
  • Compliance: Supports ESIGN/UETA and optional HIPAA

Typical deadlines and notice periods to set in the agreement

Include explicit dates and notice periods to prevent ambiguity about renewals, payments, and termination.

Effective Date and Term:

Start date and fixed term or rolling renewal period.

Payment Due:

Net 30 days from invoice unless otherwise stated.

Commission Payment:

Paid within 30–45 days after vendor receives funds.

Renewal Notice:

Provide 30–60 days advance written notice for non-renewal.

Termination Notice:

30 days for convenience; shorter for cause per clause.

Common mistakes to avoid when preparing the agreement

  • Unclear territory definitions that lead to overlapping customer assignments and channel conflict.
  • Vague commission formulas that omit chargebacks, refunds, or thresholds and cause payment disputes.
  • Missing authority for signers, leading to unenforceable commitments and delayed onboarding.
  • Failing to specify data handling and confidentiality obligations for customer lists and leads.

Key legal and commercial risks from an incorrect agreement

Breach Liability: Damages and injunctive relief possible
Lost Commissions: Wrong calculations cause overdue claims
IP Misuse: Unauthorized branding or code use risk
Data Exposure: Improper lead handling may breach privacy laws
Tax Issues: Incorrect TINs trigger backup withholding
Contract Ambiguity: Vague clauses lead to litigation

Representative eSignature vendor comparison for executing this agreement

Compare common features and pricing models when choosing a signing platform; signNow appears first as a vendor option with its published plan pricing.

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, no credit card Varies by vendor Varies by vendor Varies by vendor Varies by vendor
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No

Frequently asked questions about execution and enforcement

Answers address legal enforceability, electronic signing, signature authority, and common post-execution issues for Marketing Reseller Agreements.


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