Can this be signed electronically?

Yes. Electronic signatures are legally enforceable for most commercial resale agreements under the federal ESIGN Act (15 U.S.C. ch. 96) and state UETA laws, provided intent, consent, attribution, and record retention requirements are met.

Is notarization required?

Generally no for commercial resale contracts, though some transactions (e.g., deeds or powers tied to property) may require notarization; verify local rules before assuming notary or witness requirements.

What if a reseller lacks a resale certificate?

Without a valid resale certificate, sales may be subject to sales tax and penalties. Retain certificates on file and request them before allowing tax-exempt resale to avoid audits and liability.

How do I revoke or cancel?

Follow termination clauses in the agreement: provide required notices and cure periods. If absent, rely on contract law defaults; document communications and preserve evidence of contract performance.

Who can challenge the agreement?

Challenges commonly arise from signature authority disputes or ambiguous terms. Use clear signatory authority, corporate resolutions, and detailed exhibits to reduce successful challenges.

How should I store executed copies?

Maintain signed PDFs with secure, encrypted storage and audit trails. Keep originals during the active term plus retention period, ensuring records are accessible for audits or litigation.

Resale Agreement

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Resale Agreement

This Resale Agreement (the Agreement) is entered into as of by and between:

Supplier Name: , Supplier Address:

Reseller Name: , Reseller Address:

RECITALS

WHEREAS, Supplier manufactures or owns the right to sell certain goods identified as Products and desires to engage Reseller to market and resell such Products pursuant to the terms of this Agreement; and

WHEREAS, Reseller has represented that it has the capability, market access and experience to promote and resell the Products within the Territory described below; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the resale of Products on the terms and conditions set forth in this Agreement.

DEFINITIONS

"Products" means the items listed or described by Supplier for resale:

"Territory" means:

SCOPE OF WORK

Scope and Responsibilities

APPOINTMENT; LICENSE

Supplier hereby appoints Reseller, and Reseller accepts appointment, to act as a non-exclusive reseller of the Products within the Territory on a non-exclusive basis except where an exclusive territory is expressly agreed in writing. Reseller is authorized to market, advertise and resell the Products in accordance with Supplier's brand and resale policies provided in writing.

PAYMENT TERMS

Resale Price per Unit / Fee Payment Schedule Invoice Due (days) Late Payment Fee Payment Method Minimum Purchase Obligation

Reseller required to meet a minimum purchase for each 12-month period.

TERM AND TERMINATION

Term Start Date: . Term End Date (if any): .

Termination Notice Period

Either party may terminate this Agreement for material breach of its terms if such breach is not cured within the notice period set forth above. Supplier may immediately terminate for insolvency, unauthorized use of intellectual property, or material failure to meet safety or quality requirements.

CONFIDENTIALITY

Each party shall maintain in strict confidence all Confidential Information disclosed by the other party and shall not disclose or use such information except as necessary to perform obligations under this Agreement. Confidential Information includes pricing, customer lists, product specifications and marketing plans. The confidentiality obligations shall survive termination for years.

WARRANTIES; INDEMNIFICATION; LIMITATION OF LIABILITY

Supplier warrants that Products sold to Reseller shall conform to the specifications provided and be free from material defects for the warranty period specified by Supplier in writing. EXCEPT AS EXPRESSLY PROVIDED, ALL PRODUCTS ARE PROVIDED "AS IS" AND EXCEPTIONS TO THIS WARRANTY MUST BE IN WRITING.

Each party shall indemnify, defend and hold harmless the other from and against any third-party claims arising from the indemnifying party's negligence, willful misconduct, or breach of this Agreement, subject to the indemnified party providing prompt written notice and reasonable cooperation.

Except for willful misconduct or breaches of confidentiality and indemnification obligations, neither party's aggregate liability to the other will exceed or the total amounts paid under this Agreement in the preceding twelve (12) months, whichever is less.

ASSIGNMENT; COMPLIANCE

Neither party may assign this Agreement without the prior written consent of the other, except that Supplier may assign to an affiliate or in connection with a sale of substantially all assets. Each party shall comply with applicable laws and regulations in performing its obligations.

NOTICES

Supplier Notice Address Reseller Notice Address

GOVERNING LAW; ENTIRE AGREEMENT

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflict of laws principles.

This Agreement, including all exhibits and written schedules attached hereto, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. Any amendment must be in writing and signed by both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remainder shall continue in full force and effect. The waiver of any breach shall not constitute a waiver of subsequent breaches.

Supplier Name:

Reseller Name:

By:

Date:

What a Resale Agreement Covers

A Resale Agreement is a legally binding contract where a supplier grants a purchaser the right to resell specific goods or products under defined terms. It typically covers grant of resale rights, territorial limits, permitted channels, pricing and payment terms, warranties, indemnities, and termination. Parties use these agreements to allocate commercial risk, set tax and compliance expectations, and document responsibilities for shipping, returns, and product support under U.S. law.

Why a Clear Resale Agreement Matters

A precise Resale Agreement reduces disputes by defining who may sell what, where, and on what terms; it also clarifies sales tax handling, inventory risk, and remedies for breach, helping both suppliers and resellers manage regulatory and commercial exposure.

Who Commonly Uses Resale Agreements

Typical users range from manufacturers to retail resellers who need documented rights and obligations before distributing products.

Manufacturers and brands that delegate distribution to third parties, defining permitted channels and territory.
Wholesalers and distributors who buy inventory for resale and need pricing, return, and warranty terms.
Retailers and online resellers who require proof of resale rights and explicit payment and delivery terms.

The agreement helps each party understand operational duties, tax responsibilities, and compliance obligations before sales begin.

Who Should Sign and Authorize

Authorized Officer

A corporate officer or manager with authority to bind the company should sign. Verify board or procurement approvals to ensure enforceability and prevent later disputes over signature authority.

Reseller Representative

A named individual with signing authority for the reseller (owner, director, or authorized agent) must sign and provide legal entity details and tax identification where required.

Core Sections to Include in a Professional Resale Agreement

A robust agreement is modular: identify parties, define rights, and include operational, financial, and dispute-resolution provisions so obligations are enforceable and administrable.

Parties & Recitals

Identify legal entity names, addresses, and roles. Recitals summarize background facts and the commercial purpose of the resale arrangement to aid contract interpretation.

Grant of Rights

Specify what products are covered, whether the right is exclusive or non-exclusive, permitted channels (online, brick-and-mortar), and any channel or territory restrictions.

Pricing & Payment

Detail wholesale price, discounts, invoicing terms, payment schedule (Net 30, Net 60), late fees, and responsibility for taxes and duties.

Warranties and Indemnities

State product warranties, limits on liability, and indemnity obligations for IP claims and consumer harm arising from resale activities.

Operational Terms

Include delivery terms, returns and inspection windows, inventory forecasting, minimum purchase commitments, and packaging or branding requirements.

Termination & Remedies

Set termination triggers, cure periods, post-termination obligations (unsold stock, unsatisfied orders), and dispute resolution or governing law clauses.

Required Core Fields at a Glance

Seller Legal Name: Full registered name

Reseller Legal Name: Full registered name

Product Description: SKU or model details

Quantity / Scope: Units or product lines

Price Terms: Unit price or discount

Effective Date: MM/DD/YYYY date

Step-by-Step: How to Complete a Resale Agreement

Follow a clear sequence: prepare facts, add legal terms, secure approvals, and execute with reliable signatures and recordkeeping.

01

Prepare details: Collect entity names, TINs, product SKUs, and pricing.
02

Draft core clauses: Insert grant, territory, pricing, and indemnity language tailored to the deal.
03

Review compliance: Confirm sales tax and licensing needs for jurisdictions involved.
04

Execute and archive: Obtain signatures, notarize if needed, and store signed copy securely.

How to Configure an Online Resale Agreement Workflow

Set up a repeatable workflow for drafting, signing, and storing resale agreements to reduce errors and speed execution.

Field	Configuration
Signature Type	Electronic signature with audit trail
Signer Authentication	Email + optional SMS or ID verification
Template Controls	Use template fields and conditional clauses
Storage & Access	Encrypted cloud storage with role-based access

Where to Send and How to File Signed Agreements

Decide distribution and retention: send executed originals to accounting, legal, and the operational contact; store a signed PDF centrally for audit.

Upload Document: Add the agreement PDF to your signing platform.
Assign Signers: Specify signer order and contact emails.
Collect Signatures: Signers approve electronically; capture timestamp and IP.
Distribute Copies: Send final PDFs to parties and internal teams.

Digital Signing and eSubmission Considerations

Choose a platform that supports standard file types, secure authentication, and integrations with your systems for seamless routing.

File Formats: PDF, DOCX, and editable templates
Integrations: Salesforce, NetSuite, Google Workspace
Authentication: Email, SMS code, or ID verification

Typical Timing and Deadlines to Track

Common time-sensitive items include effective date, delivery and payment terms, and any tax or certificate submissions tied to resale privileges.

Effective Date:

Start date in MM/DD/YYYY establishes obligations

Delivery Schedule:

Dates for shipments or availability

Payment Terms:

Net 30 or specified due date

Resale Certificate:

Provide upon request; no universal deadline

Tax Reporting:

Follow IRS rules for related transactions

Key Milestones from Negotiation to Post-Termination

Track milestones to keep the resale program on schedule and ensure obligations are met at each stage of the commercial lifecycle.

01

Negotiation

Agree product scope, pricing, and territory with counterparties.

02

Execution

Collect authorized signatures and any required certificates.

03

Fulfillment

Ship goods, invoice, and confirm receipt per contract terms.

04

Post-Termination

Deal with unsold stock, outstanding payments, and transition obligations.

Common Mistakes to Avoid When Preparing a Resale Agreement

Using vague product descriptions that create disputes about covered items and quantities; include SKUs or exhibit lists to avoid ambiguity.
Failing to define permitted sales channels, which can allow unauthorized online marketplaces to undercut pricing and dilute brand value.
Not requiring a resale or exemption certificate where applicable, exposing parties to unexpected sales tax liabilities and penalties.
Omitting post-termination handling for unsold inventory and outstanding payments, which creates collectability and compliance gaps.

Penalties and Legal Risks of an Incomplete Agreement

Sales Tax Exposure: Back taxes and penalties

Contract Damages: Monetary liability for breach

IP Infringement Risk: Claims from improper branding

Loss of Rights: Termination of resale privileges

Regulatory Fines: Industry-specific penalties

Reputational Harm: Customer and partner distrust

Practical Tips for Accurate and Efficient Completion

Adopt clear drafting and signing practices to reduce risk and speed execution while preserving enforceability.

Use precise exhibits

Attach product lists, SKUs, and price schedules as exhibits. Exhibits reduce ambiguity and make enforcement easier by linking specific goods and pricing to contract terms.

Require resale certificates

Ask resellers for valid resale or exemption certificates upfront and retain them; lack of documentation can trigger sales tax liability and penalties.

Document authority to sign

Confirm signers' authority with corporate resolutions or POA. Authority disputes are a common reason contracts are later challenged as unauthorized or unenforceable.

Prefer signed PDFs with audit trails

Use e-signatures that capture timestamp, IP, and signer identity to satisfy the ESIGN Act and UETA evidentiary needs during audits and disputes.

eSignature Pricing and Feature Comparison for Resale Agreement Workflows

When choosing an eSignature provider for resale agreements, consider starting price, bulk send, audit trail, HIPAA support, and envelope limits to match your volume and compliance 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	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
Envelope Cap	No cap	100 envelopes/user/year	Varies	Varies	Varies

Frequently Asked Questions About Resale Agreements

Answers address common execution, enforceability, and compliance questions encountered when preparing and using resale agreements.

Need help? Contact support

Can this be signed electronically?
Yes. Electronic signatures are legally enforceable for most commercial resale agreements under the federal ESIGN Act (15 U.S.C. ch. 96) and state UETA laws, provided intent, consent, attribution, and record retention requirements are met.
Is notarization required?
Generally no for commercial resale contracts, though some transactions (e.g., deeds or powers tied to property) may require notarization; verify local rules before assuming notary or witness requirements.
What if a reseller lacks a resale certificate?
Without a valid resale certificate, sales may be subject to sales tax and penalties. Retain certificates on file and request them before allowing tax-exempt resale to avoid audits and liability.
How do I revoke or cancel?
Follow termination clauses in the agreement: provide required notices and cure periods. If absent, rely on contract law defaults; document communications and preserve evidence of contract performance.
Who can challenge the agreement?
Challenges commonly arise from signature authority disputes or ambiguous terms. Use clear signatory authority, corporate resolutions, and detailed exhibits to reduce successful challenges.
How should I store executed copies?
Maintain signed PDFs with secure, encrypted storage and audit trails. Keep originals during the active term plus retention period, ensuring records are accessible for audits or litigation.

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