Establishing secure connection…Loading editor…Preparing document…

Resell Agreement

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

RESELL AGREEMENT

This Resell Agreement ("Agreement") is made as of by and between Seller Name: , with principal place of business at (\"Seller\"), and Reseller Name: , with principal place of business at (\"Reseller\").

WHEREAS

WHEREAS, Seller develops, markets and sells the products and services described as: (the "Products");

WHEREAS, Reseller desires to purchase the Products for the purpose of resale to end customers in the territory described below, and Seller is willing to supply such Products on the terms and conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows.

1. SCOPE OF RESELL

2. PRICING AND PAYMENT TERMS

Purchase Price per Unit: $ (USD) as set forth in Seller's price list at the time of order unless otherwise agreed in writing.

Late Payment: Any undisputed sum not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law. Late payments shall also be subject to a late fee of $.

3. TERM AND TERMINATION

Term: The term of this Agreement shall commence on and continue until unless earlier terminated in accordance with this Agreement.

Termination for Cause: Either party may terminate this Agreement for material breach by the other party that remains uncured thirty (30) days after written notice specifying the breach.

4. CONFIDENTIALITY

Each party shall maintain in confidence all non-public information disclosed by the other party that is marked or otherwise reasonably understood to be confidential ("Confidential Information"). Confidential Information does not include information that (a) is or becomes public through no fault of the receiving party, (b) was lawfully in the receiving party’s possession prior to disclosure, or (c) is independently developed without use of the disclosing party’s Confidential Information. The receiving party shall not disclose Confidential Information to any third party except employees, contractors or agents who have a need to know and are bound by confidentiality obligations at least as protective as those herein. These obligations shall survive termination of this Agreement for a period of three (3) years.

5. REPRESENTATIONS, WARRANTIES AND INDEMNITY

Seller represents that it has the right to sell and grant resale rights to the Products and that, to Seller’s knowledge, sale of the Products by Reseller in compliance with this Agreement will not infringe third party intellectual property rights. Reseller represents that it will comply with all applicable laws and regulations in marketing and reselling the Products.

Indemnity: Each party agrees to indemnify, defend and hold harmless the other party from any third-party claims, liabilities, damages and expenses arising out of the indemnifying party’s breach of this Agreement, negligence or willful misconduct.

6. LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or a party’s indemnification obligations under this Agreement, neither party shall be liable to the other for consequential, incidental, special or punitive damages, and each party’s aggregate liability shall not exceed the amounts actually paid by Reseller to Seller under this Agreement in the twelve (12) months preceding the claim.

7. ASSIGNMENT

Neither party may assign this Agreement or any rights hereunder without the prior written consent of the other party, except that either party may assign this Agreement in connection with a merger, acquisition or sale of substantially all its assets provided the assignee assumes all obligations hereunder.

8. GOVERNING LAW

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

9. ENTIRE AGREEMENT

This Agreement, including any schedules and written amendments signed by both parties, constitutes the entire agreement between Seller and Reseller with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral.

10. MISCELLANEOUS

Amendments to this Agreement must be made in writing and signed by authorized representatives of both parties. If any provision of this Agreement is held invalid, the remaining provisions shall remain in full force and effect.

Seller

Seller Name:

By:

Date:

Reseller

Reseller Name:

By:

Date:

Enter text✕
Prepare your document for signing right on this page
  • 01 Edit the text and complete the fields
  • 02 Click Sign Now and on the next screen add recipients and signature fields in SignNow
  • 03 Start your free trial to sign and send your doc
Sign Now

What a Resell Agreement Covers

A Resell Agreement is a contractual arrangement that defines the relationship between a vendor (manufacturer or supplier) and a reseller (distributor, agent, or channel partner). It typically sets the scope of distribution rights, territory or customer segments, pricing and discount schedules, ordering and fulfillment procedures, warranty and return rules, intellectual property and branding use, confidentiality, audit rights, term and termination, and dispute resolution. Parties often include clauses addressing compliance with laws, data protection, and assignment. The agreement can be executed on paper or electronically where permitted by federal and state e-signature laws.

Why a Clear Resell Agreement Matters

A well-drafted Resell Agreement reduces commercial friction, sets predictable margins and responsibilities, and preserves intellectual property and brand standards. Clear allocation of risks, termination triggers, and reporting obligations reduces disputes and supports regulatory compliance under U.S. law (see ESIGN Act, 15 U.S.C. ch. 96, and state UETA statutes).

Why a Clear Resell Agreement Matters

Who Typically Prepares and Signs a Resell Agreement

Different organizations interact with Resell Agreements depending on role and scale; the agreement suits both single-contract channel deals and enterprise distribution programs.

  • Independent resellers and value-added distributors operating B2B or B2C channels.
  • Manufacturers, software vendors, and suppliers who appoint third-party sellers.
  • Legal, sales operations, and finance teams that manage contract terms and compliance.

Execution may require authorized signatories from each party and, where applicable, approvals from contracting, compliance, or procurement functions.

Core Sections to Include in a Professional Resell Agreement

A complete Resell Agreement organizes commercial and legal terms so each party understands rights and obligations. The following six elements form the backbone of a practical and enforceable contract.

Appointment and Scope

Defines reseller status (exclusive, non-exclusive), permitted channels and geographic limits, and whether sub-resellers are allowed; this determines permitted sales activity and territorial protections.

Pricing and Payment

Specifies list prices, discounts, rebates, invoicing terms, payment currency, credit terms, and when title transfers; clear payment mechanics reduce disputes and tax complications.

Order and Fulfillment

Outlines ordering procedures, lead times, minimums, delivery terms (Incoterms where appropriate), returns and RMA processes, and responsibility for shipping costs.

Intellectual Property

Grants limited trademark and marketing rights, restricts use of brand assets, and preserves vendor ownership of patents, copyrights, trade secrets, and derivative works.

Compliance and Data

Requires compliance with applicable laws (export controls, anti-bribery), data protection obligations where personal data is processed, and any required security measures or BAAs for health data.

Term, Termination, Remedies

Sets initial term and renewal rules, termination for breach or insolvency, post-termination duties (inventory returns, IP license cessation), and remedies including injunctive relief and indemnities.

Required Information and Standard Contract Clauses

Parties: Legal entity names
Addresses: Street, city, state, ZIP
Effective Date: Agreement start date
Payment Terms: Net terms or prepay rules
Territory: Allowed sales region
Signatory Authority: Name and title of authorized signer

Step-by-Step: Completing a Resell Agreement

Follow this simple sequence to prepare, review, and execute a Resell Agreement while preserving legal certainty and commercial clarity.

  • 01
    Prepare Draft: Populate parties, effective date, and pricing.
  • 02
    Review Terms: Legal and finance review key clauses.
  • 03
    Negotiate Changes: Track modifications and update exhibits.
  • 04
    Execute: Sign by authorized representatives.

How to Configure an Online Signing Workflow

Set up a simple electronic workflow to route the agreement to required signers in order and capture an auditable record.

Field Configuration
Signers Add signer email addresses and signing order
Authentication Select email, SMS code, or stronger ID proofing
Signature Fields Place signature, initials, and date fields where required
Attachments Include price lists, exhibits, and SOWs as appendices

Where to Send and How the Document Flows

Route the Resell Agreement to internal and external parties in a predictable order so approvals and signatures are traceable.

  • Vendor Legal: Initial contract and IP review
  • Finance: Confirm pricing and payment terms
  • Reseller: Review and negotiate commercial points
  • Execution: Final signature and distribution

Digital Signing and eSubmission Considerations

Choose a platform that supports legally admissible e-signatures, audit trails, and required integrations.

  • Integrations: Salesforce, NetSuite, Google Workspace, Microsoft 365
  • Document Formats: PDF, DOCX, HTML, Excel
  • Authentication: Email, SMS, KBA, SSO options

Key Deadlines and Timing to Watch

Certain dates and deadlines should be tracked proactively to avoid supply chain disruption and contractual penalties.

Effective Date Deadline:

Start date controls obligations and renewal clock

Renewal Notice:

Specify days before auto-renewal for non-renewal

Reporting Schedule:

Monthly or quarterly sales reporting deadlines

Price Change Notice:

Advance notice period for fee or list changes

Termination Notice:

Notice period required for termination without cause

Key Milestones in a Resell Agreement Lifecycle

Track these sequential stages from negotiation through post-termination obligations to ensure compliance and operational continuity.

01

Drafting and Internal Review

Legal and finance vet contract terms and exhibits

02

Negotiation and Revision

Parties exchange redlines and agree commercial points

03

Execution and Distribution

Authorized signatories sign and each party receives a copy

04

Post-Execution Compliance

Implement reporting, onboarding, and audit processes

Common Mistakes to Avoid

  • Vague territory or channel definitions that cause overlap
  • Missing or unsigned price exhibits that create billing disputes
  • Failure to specify reseller responsibilities for returns
  • Not confirming signatory authority or required approvals

Risks and Potential Consequences of Errors

Breach Claims: Damages exposure
Tax Exposure: Incorrect reporting
IP Misuse: Trademark or copyright infringement
Loss of Rights: Territory or exclusivity disputes
Operational Disruption: Order and fulfillment delays
Contract Voidance: Signature defects risk enforceability

eSignature Vendors: Pricing and Feature Snapshot

Comparison of common eSignature providers and core plan characteristics relevant to executing Resell Agreements; signNow appears first per vendor ordering rules.

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 Yes, 7-day trial Varies by plan Varies by plan Varies by plan Varies by plan
Bulk Send Yes (available) Yes (available) Yes (available) Yes (available) No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes (BAA required) Yes (BAA available) Yes (BAA available) No No
Envelope Cap No cap 100 envelopes/user/year limit Plan-dependent Plan-dependent Plan-dependent

How Organizations Use Resell Agreements in Practice

Real-world scenarios show how clauses and workflows vary by business model and transaction size.

Small Distributor

A regional electronics reseller needed clear territory limits to avoid channel conflict

  • They negotiated non-exclusive rights for three states
  • The agreement included monthly reporting and a 30-day termination for convenience to reduce inventory risk.

Enterprise Software Vendor

A SaaS vendor appointed global resellers with tiered discounts based on sales volume

  • The contract included IP usage rules and software licensing terms
  • Execution used electronic signatures and an audit trail to support compliance across jurisdictions.

Practical Tips for Accurate and Efficient Completion

Adopt these practices to reduce negotiation time and minimize operational friction after signing.

Standardize Exhibits
Use a single, version-controlled price list and SOW to prevent ambiguity and billing errors.
Limit Custom Clauses
Reserve bespoke terms for strategic partners to keep administration scalable.
Confirm Signatory Authority
Obtain a corporate resolution or officer affirmation when counterparty signers are unfamiliar.
Audit and Reporting
Define audit windows and sample size to make compliance checks effective and predictable.

Frequently Asked Questions About Resell Agreements

Answers to common questions about execution, e-signatures, and post-signature obligations for Resell Agreements.


Need help? Contact support

be ready to get more
Join over 28 million airSlate SignNow users
Sign Now
Company
Forms
Pricing
Resources
Knowledge base
Other Products
© 2026 airSlate Inc. All rights reserved.