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Resale Agreement Document

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Resale Agreement Document

This Resale Agreement (the "Agreement") is made and entered into as of by and between Seller Name: , located at (\"Seller\"), and Reseller Name: , located at (\"Reseller\"). Seller and Reseller are each a \"Party\" and collectively the \"Parties\".

RECITALS

WHEREAS, Seller manufactures or controls the distribution of the products and goods described herein; and

WHEREAS, Reseller desires to purchase and resell certain products of Seller under the terms and conditions set forth in this Agreement; and

WHEREAS, Seller is willing to appoint Reseller to resell such products within the territory and subject to the restrictions set forth below.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS

1.1 "Products" means the goods listed in the Product Description and any replacements or modifications thereto pursuant to Section 3. Product Description:

1.2 "Territory" means the geographic area in which Reseller is authorized to resell the Products:

1.3 "Net Purchase Price" means the price payable by Reseller for Products less discounts, returns and allowances as agreed in writing by the Parties.

2. APPOINTMENT; SCOPE

2.1 Appointment. Subject to the terms and conditions of this Agreement, Seller hereby appoints Reseller, and Reseller accepts appointment, to purchase, promote and resell the Products in the Territory during the Term. Appointment type: .

2.2 Restrictions. Reseller shall not market, promote or sell the Products outside the Territory or to any person or entity that will knowingly resell outside the Territory. Reseller shall not alter Product labels, packaging, or serial numbers except as expressly authorized in writing by Seller.

3. ORDERS, PRICES, PAYMENT

3.1 Orders. Reseller shall submit purchase orders to Seller specifying model numbers, quantities and requested delivery dates. All purchase orders are subject to acceptance by Seller in writing.

4. DELIVERY; TITLE; RISK OF LOSS

4.1 Delivery. Seller shall deliver Products F.O.B. Seller's shipping point unless otherwise agreed. Delivery dates are estimates only; Seller shall not be liable for delays due to causes beyond its reasonable control.

4.2 Title and Risk. Title to Products and risk of loss shall pass to Reseller upon delivery to the carrier, unless otherwise agreed in writing. Reseller shall promptly inspect shipments and notify Seller in writing of any shortages or defects within five (5) business days of receipt.

5. WARRANTIES; DISCLAIMERS

5.1 Seller Warranty. Seller warrants that at the time of delivery Products will conform to Seller's published specifications and be free from defects in material and workmanship for the warranty period specified in the Product documentation. The foregoing warranty is exclusive and is limited to repair or replacement of non-conforming Products at Seller's option.

5.2 DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 5.1, SELLER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

6. INTELLECTUAL PROPERTY

6.1 Ownership. Seller retains all right, title and interest in and to its trademarks, trade names, patents, copyrights and other intellectual property relating to the Products. Nothing in this Agreement transfers ownership of Seller's intellectual property to Reseller.

6.2 Limited License. Subject to the terms of this Agreement, Seller grants Reseller a non-exclusive, non-transferable license to use Seller's trademarks and marketing materials solely to promote and resell the Products in the Territory in accordance with Seller's brand guidelines.

7. CONFIDENTIALITY

7.1 Protection. Each Party shall hold in confidence and not disclose to third parties any non-public, proprietary information disclosed by the other Party marked or reasonably identified as confidential, and shall use such information solely to perform its obligations under this Agreement.

7.2 Exceptions. Confidential information does not include information that is or becomes publicly known other than through breach of this Agreement, or information independently developed by the receiving Party without use of the disclosing Party's confidential information.

8. COMPLIANCE; EXPORTS

8.1 Each Party shall comply with all applicable laws, regulations and export control rules in connection with its performance under this Agreement. Reseller shall not export or re-export Products except in full compliance with applicable export control and customs laws.

9. TERM; TERMINATION

9.1 Term. The initial term of this Agreement shall commence on the Effective Date and shall continue for (the "Term"), unless earlier terminated in accordance with this Agreement.

9.2 Termination for Cause. Either Party may terminate this Agreement 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.

10. INDEMNIFICATION; LIMITATION OF LIABILITY

10.1 Indemnification by Reseller. Reseller shall indemnify, defend and hold harmless Seller and its officers, directors and employees from and against any third-party claims, liabilities, losses or expenses arising out of Reseller's breach of this Agreement, negligence, willful misconduct or resale of Products outside the Territory.

10.2 Limitation of Liability. EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR LIABILITY FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY RESELLER TO SELLER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a Party may designate by notice in accordance with this Section. Notices shall be deemed given when delivered in person, by certified mail, return receipt requested, or by nationally recognized overnight courier.

12. ASSIGNMENT; AMENDMENT; WAIVER; SEVERABILITY

12.1 Assignment. Neither Party may assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of the other Party, except that Seller may assign this Agreement to an affiliate or successor in interest in connection with a merger or sale of substantially all of Seller's assets.

12.2 Amendment and Waiver. This Agreement may be amended or modified only by a writing signed by authorized representatives of both Parties. No failure or delay by a Party in exercising any right shall operate as a waiver of that right.

12.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision that achieves the Parties' original intent to the greatest extent possible.

13. GOVERNING LAW; ENTIRE AGREEMENT; COUNTERPARTS

13.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction selected by the Parties: , without regard to choice of law principles.

13.2 Entire Agreement. This Agreement, together with any exhibits or schedules referenced herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior written or oral agreements.

13.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Execution by electronic signature shall be binding.

Seller Printed Name:

By:

Date:

Title/Capacity:

Reseller Printed Name:

By:

Date:

Title/Capacity:

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What a Resale Agreement Document Is and When It Applies

A Resale Agreement Document is a legally binding contract that defines the terms under which a seller transfers goods or resale rights to a buyer for subsequent sale. Typical provisions cover parties, description of goods, price or commission structure, delivery and transfer of title, representations and warranties, return and inspection rights, and remedies for breach. These agreements are common in distribution, wholesale, consignment, and secondary-market transactions and may be tailored to cover inventory, branded goods, or resale licenses and restrictions.

Why a Clear Resale Agreement Matters

A well-drafted Resale Agreement reduces dispute risk by allocating responsibilities, defining payment and inspection timelines, and preserving intellectual property and trademark limits; properly executed, it creates enforceable rights under ESIGN (15 U.S.C. ch. 96) and UETA (1999) when signed electronically.

Why a Clear Resale Agreement Matters

Who Typically Uses a Resale Agreement Document

Use this template when transfers of inventory or resale rights involve recurring deliveries, branded goods, or third-party warranties.

  • Retailers and resellers managing inventory, pricing, and returns across channels.
  • Distributors and wholesalers setting territory, volume discounts, and minimum purchase obligations.
  • Manufacturers licensing resale or distribution rights and protecting trademarks and branding rules.

Primary Signers and Roles

Seller — Business Owner

The seller (manufacturer, wholesaler, or consignor) must identify legal entity name, authorized signer, tax identification, and contact details. The signer should be an officer or agent with authority to bind the business; absent proper authority, the agreement risks being voidable or unenforceable.

Buyer — Authorized Agent

The buyer or reseller should provide legal name, billing and shipping addresses, payment terms acceptance, and an authorized signatory. Documentation of authority (board resolution or POA) is advisable for larger entities to prevent future signature disputes.

Step-by-Step: Completing the Resale Agreement

Follow these steps in order to prepare a complete and enforceable resale agreement that minimizes ambiguity and supports electronic execution.

  • 01
    Gather Documents: Collect seller/buyer formation records, tax IDs, and product specifications.
  • 02
    Fill Core Fields: Enter names, effective date, goods description, price, and payment terms.
  • 03
    Add Protections: Include warranties, indemnities, IP limits, and return procedures.
  • 04
    Sign and Date: Execute using electronic signature with audit trail; retain final executed copy.

How to Configure a Digital Signing Workflow

Set up a clear routing and authentication flow to ensure signatures are collected in the correct order with sufficient signer identity assurance.

Field Configuration
Routing Order Sequential signer order with conditional branching for countersignature.
Authentication Email link plus SMS code or knowledge-based verification as needed.
Reminders Automated reminders at preconfigured intervals until completion.
Delivery Send executed copies to all parties and archive automatically.

Typical eSigning Flow for a Resale Agreement

This common eight-step flow shows how a resale agreement moves from draft to fully executed and archived when using an eSignature platform.

  • Upload: Sender uploads the agreement and prepares fields for signers.
  • Place Fields: Add signature, initial, date, and conditional fields as required.
  • Send to Signers: Assign signer emails and set authentication level.
  • Sign and Finalize: Signers authenticate, sign, and receive final copy with audit trail.

Technical and Document Format Considerations

Ensure the platform can produce a tamper-evident signed PDF and retains an audit trail for enforcement and audit purposes.

  • File Formats: PDF, DOCX, and fillable forms supported.
  • Integrations: Connectors for CRM and cloud storage expedite workflows.
  • Authentication: Email, SMS, or advanced KBA available.

Key Elements to Include in a Professional Resale Agreement

Include clear, specific clauses to reduce ambiguity and assign responsibilities across pricing, delivery, title transfer, returns, risk of loss, IP restrictions, and dispute resolution.

Parties

Identify full legal names, entity types, addresses, and authorized signers for seller and buyer to ensure enforceability and proper notice routing.

Goods Description

List SKUs, quantities, conditions, and any serial numbers or lot identifiers so the parties can verify conformity and calculate replacement or return entitlements precisely.

Price and Payment

Specify amount, currency, invoicing schedule, payment method, late fees, and whether taxes are included or excluded to prevent billing disputes.

Transfer of Title

Spell out when title and risk of loss pass (e.g., upon shipment, delivery, or payment) to define insurance responsibilities and loss allocation.

Warranties and Returns

State any limited warranties, inspection windows, return procedures, and remedies to limit open-ended liability for both parties.

Governing Law

Name the governing state law and dispute resolution mechanism (court or arbitration) to reduce forum and enforcement uncertainty.

Information Required in the Document Header and Metadata

Seller Name: Full legal entity
Buyer Name: Full legal entity
Effective Date: MM/DD/YYYY
Description: SKU and quantity
Payment Terms: Due days and currency
Authorized Signer: Name and title

Common Errors to Avoid When Preparing a Resale Agreement

  • Using vague descriptions for goods that fail to specify SKUs, condition, or lot numbers, which makes inspection and return claims difficult to resolve.
  • Omitting payment mechanics or failing to state whether taxes and shipping are included, which creates disputes over invoicing and collections.
  • Neglecting to document authority for signers on behalf of corporate entities, exposing the agreement to challenges based on lack of capacity.
  • Relying on informal amendments or email confirmations without a signed modification clause, leaving parties with conflicting performance expectations.

Key Legal and Financial Risks from an Incorrect Agreement

Contract Disputes: Loss of remedies
Tax Exposure: Incorrect reporting or withholding
Supply Interruptions: Delivery and inventory risk
IP Violations: Trademark or licensing breaches
Enforceability: Signature authority defects
Regulatory Fines: Industry-specific penalties

Key Dates and Filing Considerations

Track critical dates such as the effective date, shipment deadlines, inspection windows, and tax reporting to maintain compliance and preserve remedies.

Effective Date:

Date the contract takes effect; use MM/DD/YYYY to avoid ambiguity.

Delivery / Shipment Deadline:

Include specific calendar days or business-day calculations for shipments.

Inspection Period:

Define number of days for buyer inspection and rejection rights.

Amendment Window:

State how amendments must be executed and effective dates.

Tax Reporting Triggers:

Retain records for 3 years; issue 1099s if applicable upon payment.

Typical Processing Milestones from Draft to Execution

A sequential milestone view helps teams coordinate drafting, approvals, delivery, and archiving without missing legal or operational deadlines.

01

Draft Completion

Prepare full agreement with attachments and pricing exhibits before routing.

02

Internal Approval

Obtain legal, sales, and finance sign-off prior to sending to counterparty.

03

External Signing

Send to buyer for signature using chosen authentication and eSignature workflow.

04

Archive and Distribute

Save executed document in records and distribute signed copies to stakeholders.

Comparison: eSignature Vendor Pricing and Key Capabilities

Pricing varies by plan and features. The table compares starting price and selected capabilities; confirm vendor plans for enterprise or add-on features.

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

Frequently Asked Questions About Resale Agreement Documents

Answers to common practical and legal questions about drafting, signing, and storing a resale agreement, including electronic execution and modifications.


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