Can I sign a resale agreement electronically?

Yes. Electronic signatures are generally enforceable under the federal ESIGN Act (15 U.S.C. §7001) and UETA in most states if intent, consent, attribution, and record retention are satisfied.

Does a resale agreement need to be notarized?

Not generally. Most resale agreements do not require notarization unless state law or specific conveyance requirements apply. Real property transfers or certain assignments may need notarized or recorded instruments.

What happens if party names are wrong?

Incorrect party names can render the agreement unenforceable or delay remedies. Use exact legal entity names and verify taxpayer identification to avoid payment and tax-reporting issues.

How do I correct signed errors?

Minor corrections may be addressed via an executed amendment or addendum signed by all parties. For substantive changes, prepare and sign a replacement agreement referencing the original.

Who should sign the agreement?

An authorized representative with corporate authority should sign for businesses. Ensure signatory authority is documented in corporate resolutions or power-of-attorney where needed.

How long should I keep the signed agreement?

Retain the agreement for the contract term plus federal or industry-required periods: at least 3 years for IRS records (IRC §6501(a)) and 6 years for HIPAA subject records (45 CFR §164.530(j)).

Electronic Signature
Templates
Miscellaneous
Resales Agreement Template

Resales Agreement Template

This template is fully customizable. Edit the text, fill out the fields, and send it for signature. Give it a try!

Resales Agreement

This Resales Agreement (the Agreement) is made and entered into as of Effective Date: by and between Seller Name: with principal place of business at Seller Address: and Reseller Name: with principal place of business at Reseller Address: .

WHEREAS

WHEREAS, Seller develops, owns or has the right to market the products and services described in this Agreement (the Products); and

WHEREAS, Reseller desires to purchase, market and resell the Products to end users and Seller is willing to supply such Products to Reseller on the terms set forth herein.

WHEREAS, the parties intend for this Agreement to govern the commercial resale relationship between them.

Scope of Work

Seller will supply Products to Reseller, and Reseller will market, advertise and resell the Products in accordance with the terms of this Agreement. The parties may agree to specific product lines, territories, minimum purchase quantities, and promotional obligations as set forth below.

Detailed Scope and Responsibilities

Payment Terms

Reseller shall pay Seller for Products in accordance with the pricing and schedule set forth in this section. All amounts are expressed in United States Dollars unless otherwise stated.

Purchase Price / Amount Payment Schedule Late Payment Fee

Invoices are due in accordance with the Payment Schedule. Reseller is responsible for all taxes, duties or other governmental charges related to resale unless otherwise agreed in writing. Seller may suspend deliveries for overdue accounts after providing written notice and a reasonable cure period.

Term and Termination

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this section.

Notice Period for Termination Without Cause

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within thirty (30) days after receiving written notice specifying the breach. Termination does not relieve either party of obligations accrued prior to termination.

Confidentiality

Each party (Recipient) shall keep confidential all non-public information disclosed by the other party (Discloser) that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (Confidential Information). Recipient shall not use Confidential Information except to perform its obligations under this Agreement and shall not disclose Confidential Information to any third party except to employees, representatives or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

Confidential Information does not include information that: (a) is or becomes generally available to the public other than through a breach of this Agreement; (b) was lawfully in Recipient's possession prior to receipt from Discloser; (c) is rightfully received from a third party without restriction; or (d) is independently developed by Recipient without use of Discloser's Confidential Information. Recipient may disclose Confidential Information where required by law, provided Recipient gives Discloser prompt written notice and cooperates in any lawful effort to limit disclosure.

Indemnification

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, losses or expenses arising out of its negligence, willful misconduct, breach of this Agreement, or misrepresentations made herein. The indemnified party shall promptly notify the indemnifying party of any claim and give the indemnifying party sole control of the defense and settlement thereof, provided that settlement shall not impose liability on the indemnified party without its consent.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for resolution of disputes arising out of this Agreement.

Entire Agreement

This Agreement, together with any written schedules, exhibits, or purchase orders expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, negotiations and communications, whether oral or written. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except that Seller may assign to a successor in interest in connection with a sale of substantially all of its assets. Notices under this Agreement shall be in writing and delivered to the addresses set forth above or such other address as a party may designate in writing.

Seller Printed Name:

By:

Date:

Reseller Printed Name:

By:

Date:

What a Resales Agreement Template Covers

A Resales Agreement Template is a standardized contract used when an owner, distributor, or licensee transfers the right to resell goods or services to another party. It defines the parties, description of the goods or rights, pricing and payment terms, delivery and transfer mechanics, warranties, limitations of liability, indemnities, taxes, territory and exclusivity, and the process for assignment, termination, and dispute resolution. Templates help ensure consistent terms, reduce negotiation time, and create a single reference document for compliance, tax reporting, and record retention.

Why use a Resales Agreement Template

Using a template standardizes key terms, reduces drafting errors, and shortens negotiation cycles while protecting intellectual property, limiting liability, and clarifying tax and compliance obligations across resale transactions.

Who typically uses this template

Organizations and individuals in buying and selling roles rely on consistent resale terms to manage risk and obligations.

Resellers and distributors — Use for purchase/resale terms, territory, minimum purchase obligations, and resale restrictions.
Manufacturers and suppliers — Protect brand, set authorized reseller rules, warranty limits, and permitted pricing practices.
Brokers and agents — Document commission rules, exclusivity, and assignment rights for intermediated resale transactions.

Choose the template version and optional addenda that match your industry and the nature of goods or rights being resold.

Quick steps to complete the template

Follow these sequential steps to prepare and finalize a resale agreement using the template.

01

Gather documents: Collect corporate names, resale certificates, invoices, and product specs.
02

Complete core fields: Fill parties, goods, price, quantity, and effective date.
03

Add legal clauses: Insert warranty, indemnity, tax, and termination provisions.
04

Sign and distribute: Execute, notarize if required, and circulate final PDF with audit trail.

Essential clauses every Resales Agreement should include

A comprehensive resale agreement balances commercial terms with risk allocation. These six elements form the backbone of enforceable and practical resale contracts.

Parties and Recitals

Clearly identify contracting entities, their legal status, and the factual background summarizing why the resale right is being granted.

Transfer and Scope

Define exactly what is being resold (goods, licenses, IP rights), geographic territory, allowed channels, and any exclusivity or restrictions on resale.

Price and Payment

Specify currency, unit pricing, invoicing schedule, late payment interest, and which party bears taxes or duties.

Warranties and Disclaimers

State seller warranties, disclaimers of implied warranties, and procedures for inspection, rejection, and remedies for nonconforming goods.

Indemnification and Liability

Allocate responsibility for third-party claims, set caps on liability, and include insurance requirements where appropriate.

Governing Law and Dispute Resolution

Choose the governing state law and dispute process (litigation or arbitration), plus venue and any mandatory procedures for claims.

Security and compliance elements to include or verify

Encryption: AES-256 at rest; TLS 1.2/1.3 in transit

Audit Trail: Time-stamped events with IP and action history

HIPAA Support: BAA available where PHI is involved

ESIGN / UETA: Meets ESIGN and UETA signature requirements

21 CFR Part 11: Compliance options for FDA-regulated records

Certifications: SOC 2 Type II and ISO 27001 available

How digital completion and eSubmission typically flow

Digital signing streamlines execution and preserves evidentiary details needed for enforcement and tax compliance.

Upload document: Import PDF or DOCX to the signing platform.
Place fields: Add signature, initials, date, and conditional fields as needed.
Authenticate signer: Use email, SMS code, or stronger methods per risk level.
Finalize and archive: Generate signed PDF with audit trail and store securely.

Recommended digital workflow settings for resale agreements

Configure these settings for reliable execution and downstream recordkeeping.

Field	Configuration
Signature Type	eSign (ESIGN/UETA compliant) \| Audit trail enabled
Authentication	Email link or SMS code \| KBA or 2FA for high-risk deals
Conditional Fields	Show price fields only after quantity entered
Reminders & Expiry	Auto reminders and link expiry to reduce unsigned days

Technical and integration considerations

Ensure the platform supports your file types, integrations, and signer authentication requirements before execution.

File formats: PDF, DOCX, and fillable forms
Integrations: Salesforce, NetSuite, Google Workspace
Authentication: Email, SMS, KBA, SSO

Common timing and deadline items to include

Specify clear timeframes for performance, payment, inspection, and remedy to avoid ambiguity and late fees.

Effective Date:

Date when obligations commence; use MM/DD/YYYY format

Delivery / Transfer Date:

Specify exact delivery window or trigger event

Payment Due:

State net payment terms, e.g., Net 30 or Net 60

Inspection Period:

Set a fixed review period (for example, 10 business days)

Cure / Notice Period:

Allow a set cure period (commonly 30 days) for breaches

Key penalties and risks from incorrect or incomplete agreements

Breach Damages: Monetary liability for contract breaches

IP Exposure: Unintended license grants or infringement risk

Tax Liability: Incorrect sales tax treatment or reporting

Invalid Transfer: Missing authority may void the resale

Reputational Harm: Customer or partner disputes may cause harm

Payment Default: Credit exposure and collection costs

eSignature vendor comparison for executing resale agreements

Compare basic pricing, signature features, and compliance capabilities when choosing an eSignature provider for resale agreement execution.

	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 promotion	Varies by plan	Varies by plan	Varies by plan
Bulk Send	Yes (Business Premium)	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No

Common questions about the Resales Agreement Template

Questions and answers to help with common execution, enforceability, and filing issues for resale agreements.

Need help? Contact support

Can I sign a resale agreement electronically?
Yes. Electronic signatures are generally enforceable under the federal ESIGN Act (15 U.S.C. §7001) and UETA in most states if intent, consent, attribution, and record retention are satisfied.
Does a resale agreement need to be notarized?
Not generally. Most resale agreements do not require notarization unless state law or specific conveyance requirements apply. Real property transfers or certain assignments may need notarized or recorded instruments.
What happens if party names are wrong?
Incorrect party names can render the agreement unenforceable or delay remedies. Use exact legal entity names and verify taxpayer identification to avoid payment and tax-reporting issues.
How do I correct signed errors?
Minor corrections may be addressed via an executed amendment or addendum signed by all parties. For substantive changes, prepare and sign a replacement agreement referencing the original.
Who should sign the agreement?
An authorized representative with corporate authority should sign for businesses. Ensure signatory authority is documented in corporate resolutions or power-of-attorney where needed.
How long should I keep the signed agreement?
Retain the agreement for the contract term plus federal or industry-required periods: at least 3 years for IRS records (IRC §6501(a)) and 6 years for HIPAA subject records (45 CFR §164.530(j)).

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