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Reseller Agreement

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RESELLER AGREEMENT

This Reseller Agreement is made this day of , .

BETWEEN:

, a , having its main office at ("Newbridge")

AND:

, a , having its main office at ("Vendor")

WHEREAS Vendor is a manufacturer of Radio Frequency, Microwave and Millimeterwave Electronic components and systems;

WHEREAS Newbridge wishes to distribute certain Vendor products as an integral part of Newbridge's broadband wireless product line on a world-wide basis;

AND WHEREAS Vendor wishes to provide such Vendor products to Newbridge, in accordance with the terms and conditions of this Agreement;

NOW THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration the parties agree as follows:

1. DEFINITIONS

In this Agreement, unless the context otherwise requires:

(a) "Agreement" shall mean this agreement and all attached schedules and exhibits, as may be amended in accordance with the provisions herein.

(b) "Authorized Areas" shall mean the entire world, which Newbridge divides for its own purposes into the regions set forth in Schedule "B" hereto.

(c) "Documentation" shall mean all sales, marketing and technical literature prepared by Vendor or on its behalf relating to the Vendor Products.

(d) "Effective Date" shall be the date first written above.

(e) "End User" shall mean a person or entity that acquires a Vendor Product for its own use rather than resale or distribution.

(f) "Transfer Price" shall mean the price specified in Schedule A.

(g) "Vendor Products" shall mean the products listed in Schedule "A" hereto, including all upgrades and enhancements thereto accepted by Newbridge.

2. APPOINTMENT

2.1 Appointment. Subject to the terms and conditions of this Agreement, Vendor hereby appoints Newbridge as an independent, non-exclusive, authorized reseller for the Vendor Products, in the Authorized Areas.

2.2 Newbridge Private Label.

(a) Notwithstanding anything herein contained to the contrary, Newbridge may at its option and at its cost, "private label" the Vendor Products.

(b) Newbridge shall be responsible for specification of the product and packaging labels for such private-labeled Vendor Products.

(c) Vendor shall have no right, title, or interest in the Marks. Vendor shall make no other use of the Labels or Marks.

2.3 Confidentiality.

(a) Each party acknowledges that, during the term of this Agreement, it may be exposed to certain confidential and/or proprietary information and materials regarding the other party's business.

(b) Confidential Information shall not include information in the public domain, independently developed information, information rightfully received from a third party, or information required by law to be disclosed.

(c) Each party will use reasonable care to protect Confidential Information and not disclose or reproduce it except as permitted.

3. NEWBRIDGE'S OBLIGATIONS

3.1 Marketing. Newbridge shall use reasonable commercial efforts to market the Vendor Products in the Authorized Areas.

3.2 Technical Support. Newbridge shall provide the support services for the Vendor Products to its End Users in the Authorized Areas, as provided in Schedule D.

3.3 Trade-marks. Newbridge shall use Vendor's trade-marks and logos in accordance with Vendor's reasonable written guidelines.

3.4 Account Manager. Newbridge and Vendor shall assign individuals who will act as account coordination manager for Vendor and the Vendor Products.

3.5 Forecast. Newbridge shall provide Vendor a good faith forecast of estimated requirements for each Vendor Product.

4. VENDOR'S OBLIGATIONS

4.1 Supply. Vendor agrees to sell to Newbridge the Vendor Products and spare parts ordered by Newbridge in accordance with this Agreement.

4.2 Documentation. Vendor shall provide Newbridge with Documentation for each Vendor Product.

4.3 Technical Support. Vendor shall provide the support services to Newbridge, and Newbridge shall provide support services to its distributors and End Users, as provided in Schedule D.

4.3.1 Remote Diagnostic Tools. Vendor shall supply Newbridge with any remote diagnostic tools and routines developed for the Vendor Products at no charge.

4.4 Technical Information Service. Vendor shall provide post sales technical information at regular intervals.

4.5 Software Maintenance. If the Vendor Products are, or contain, software, Vendor shall provide defect correction code and associated Documentation.

4.6 Training. Vendor shall, at no cost, provide training services to Newbridge.

4.7 Quality Metrics. Vendor shall provide copies of quality assurance manuals and procedures.

4.8 Approvals. Vendor is responsible for obtaining applicable approvals required to permit Newbridge to resell the Vendor Products.

4.9 Development of Custom Vendor Products. Vendor will work with Newbridge on modifications and development pursuant to a separate development agreement.

5. PRICE TERMS

5.1 Purchase Price. Except as provided below, Newbridge shall pay the Transfer Price for the Vendor Products.

5.2 Price Increase. Transfer Prices will remain unchanged for the first year of this Agreement.

5.3 Delivery Costs. All Vendor Products are FCA Vendor's shipping point.

5.4 Taxes. The prices for the Vendor Products do not include shipping, insurance, sales taxes or duties.

6. ORDERING PROCEDURE, DELIVERY AND PAYMENT TERMS

6.1 Purchase Orders. Newbridge shall order the Vendor Products by issuance of a written purchase order.

6.2 Acceptance. Vendor shall promptly process Purchase Orders issued by Newbridge.

6.3 Re-Scheduling. Newbridge may re-schedule an order subject to payment of fees.

6.4 Cancellation. Newbridge may cancel a Purchase Order subject to the terms and fees listed in the agreement.

6.5 Invoicing and Payment. Vendor shall issue an invoice on shipment of the Vendor Product(s). Newbridge shall pay all amounts due by wire transfer within forty five (45) days.

6.6 Stock Adjustment and Update for non-Custom Vendor Products. Newbridge shall have the right to make stock adjustments and/or updates, subject to a restocking charge.

6.7 Stock Adjustment and Update for Custom Vendor Products. Newbridge may make stock adjustments and/or updates for Custom Vendor Products, subject to restocking charges.

6.8 Product Returns. Newbridge shall have the right to return to Vendor for a full refund any Vendor Product that fails to comply in all material respects with the Documentation.

7. TITLE AND SHIPPING

7.1 Title. Title, without encumbrance, and with risk of loss or damage, to the Vendor Products shall pass to Newbridge upon delivery to the carrier designated by Newbridge.

7.2 Shipping Terms. Vendor shall ship to Newbridge freight collect except as otherwise provided.

7.3 Shipping Packaging. All product shipped to Newbridge shall be bulk packaged in a master carton.

8. PRODUCT CHANGES

8.1 Product Changes. Vendor must provide ninety (90) days' prior written notification to Newbridge if it intends to make changes affecting form, fit, function, or approvals.

8.2 Software Release Support. Vendor shall support the current and the two prior major releases of software for the Vendor Products.

8.3 Manufacturing. Vendor shall not change its manufacturing and testing facility without prior written consent of Newbridge.

8.4 Repairs: Spares. Vendor shall provide spare parts and repair capability for a period of not less than five (5) years.

8.5 Continuing Technical Support. Vendor shall continue to provide technical support services for discontinued Vendor Products for a specified period.

9. REPRESENTATIONS AND WARRANTIES

9.1 Vendor represents and warrants the matters set out in the agreement.

9.2 Newbridge represents and warrants the matters set out in the agreement.

9.3 Year 2000 Compliance Warranty. Vendor warrants that all Vendor Products are designed to be used prior to, during and after the calendar year 2000 A.D.

9.4 Vendor Warranty Obligations. Vendor shall promptly provide test results and repair or replace non-compliant Vendor Products.

10. PRODUCT WARRANTY AND REPAIR PROCEDURE

10.1 Product Warranty. Vendor warrants the Vendor Products will be free from defects and function in accordance with the Documentation during the Warranty Period.

10.2 Repair or Replacement Option. Vendor shall accept return of defective Vendor Products and refund amounts paid if unable to rectify defects within the specified time periods.

10.3 Support Warranty. Vendor warrants that support services shall be provided by appropriately trained personnel.

10.4 Repair Procedure. Newbridge agrees to comply with Vendor's standard repair procedure.

11. DISCLAIMER OF OTHER WARRANTIES

Except for the warranties contained in this Agreement, Vendor disclaims all other warranties on the Vendor Products.

12. INFRINGEMENT

12.1 Defense and Indemnity. Vendor will defend Newbridge and End Users against claims alleging infringement and will indemnify and hold them harmless from resulting liabilities.

12.2 Remedies. If Newbridge is enjoined from use of Vendor Products due to an indemnifiable claim, Vendor will procure rights, render the product non-infringing, replace the product, or refund the Transfer Price.

12.3 Not Applicable. Section 13 shall not apply in any respect to this Section 12.

13. LIMITATION OF LIABILITY

13.1 Limitation. Except for Section 12, neither party shall be liable for indirect, special, punitive or consequential damages, subject to the stated limitations.

13.2 Trust. The foregoing provisions limiting liability shall be deemed trust provisions for the benefit of employees, officers, directors and agents.

14. TERM; RENEWAL

This Agreement shall remain in effect for a period of three (3) years from the Effective Date, with automatic renewal unless terminated on notice.

15. TERMINATION

15.1 Either party may terminate this Agreement upon the conditions described in the Agreement.

16. EFFECT OF TERMINATION OR EXPIRY

In the event that this Agreement is terminated or expires, the parties' rights and obligations shall continue as described in the Agreement.

17. FORCE MAJEURE

Neither party shall be deemed in default for failures due to events beyond its reasonable control.

18. MISCELLANEOUS

18.1 Assignment. Either party may assign or transfer this Agreement only by written notice, subject to the stated conditions.

18.2 Governing Law. This Agreement shall be governed by the laws of the State of Virginia.

18.3 Severability. The provisions of this Agreement shall be deemed severable.

18.4 Amendments. This Agreement shall not be amended or modified except in writing signed by the parties.

18.5 Headings. Headings are for convenience only.

18.6 Sections. Numbered or lettered paragraphs and schedules refer to sections, subsections and schedules of this Agreement.

18.7 Survival. Certain sections shall survive termination or expiry of this Agreement.

18.8 Notices. Any notice required shall be sent by certified or registered mail, return receipt requested, addressed as follows:

To Vendor

To Newbridge

18.9 Waivers. Any consent by any party to, or waiver of, a breach by the other shall not constitute a waiver of any other breach.

18.10 Relationship. Neither Newbridge nor Vendor shall represent that its relationship with respect to the other party is other than as an independent contractor.

18.11 Public Announcements. Neither party may use the name of the other party or disclose the existence or terms of this Agreement without prior written consent.

18.12 Attorney's Fees. The prevailing party in any action concerning this Agreement will be entitled to recover costs and reasonable attorney's fees.

18.13 Entire Agreement; Governing Terms. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof.

18.14 U.S. Dollars. All dollar amounts in this Agreement are in U.S. Dollars.

IN WITNESS WHEREOF the parties hereto have duly executed this Agreement.

NEWBRIDGE NETWORKS CORPORATION

(Print)

(Signature)

(Title)

MILLITECH CORPORATION

(Print)

(Signature)

(Title)

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What a Reseller Agreement Is and When It Applies

A Reseller Agreement is a contract between a product or service owner (the supplier) and a reseller that grants rights to market, sell, or distribute the supplier's offerings. It defines permitted territories, pricing, discounts, payment terms, support obligations, branding rules, performance metrics, and termination conditions. Parties use it to reduce ambiguity about responsibilities, limit liability, and set commercial terms that govern downstream sales, returns, warranty handling, and intellectual property use.

Why a Clear Reseller Agreement Matters

A well-drafted Reseller Agreement reduces disputes, clarifies revenue flows, and protects intellectual property while enabling predictable commercial relationships.

Why a Clear Reseller Agreement Matters

Who Typically Completes a Reseller Agreement

Organizations and individuals involved in channel sales complete Reseller Agreements to document the relationship and commercial terms before product distribution.

  • Manufacturers and vendors establishing indirect sales channels who need consistent pricing, brand use rules, and compliance controls.
  • Regional or value-added resellers negotiating territory, volume discounts, lead handling, and service obligations.
  • Legal and procurement teams reviewing liability, indemnities, and termination clauses before execution of commercial partnerships.

Signatories typically include authorized executives or officers who can bind their companies; see the signatory authority section for required roles and signatures.

Core Sections Every Professional Reseller Agreement Should Include

A standard Reseller Agreement organizes commercial and compliance terms so both parties can operate with clear expectations and remedies for breaches.

Grant of Rights

Defines license scope, territory, exclusivity, and permitted channels for resale and distribution.

Pricing and Payment

Specifies reseller discounts, MSRP guidance, invoicing cycles, payment terms (Net 30/Net 60), and currency.

Performance Metrics

Includes minimum purchase commitments, sales targets, reporting cadence, and remediation for missed targets.

Support and Returns

Allocates responsibilities for warranty, technical support levels, reverse logistics, and RMA procedures.

Intellectual Property

Sets permitted use of trademarks, confidentiality obligations, and IP ownership and enforcement.

Termination & Remedies

Lists notice periods, cure windows, post-termination obligations, and surviving clauses such as confidentiality.

Essential Data Fields to Include

Party Names: Full legal entity names
Addresses: Street, city, state, ZIP
Effective Date: MM/DD/YYYY format
Tax ID: EIN or SSN as required
Payment Terms: Net 30, Net 60, or specific terms
Authorized Signers: Names and titles

Step-by-Step: Completing a Reseller Agreement

Follow these steps in order to prepare, review, and execute a legally enforceable Reseller Agreement with minimal delays.

  • 01
    Gather Documents: Collect formation, W-9, and certificate of authority
  • 02
    Draft Terms: Define rights, pricing, territory, and metrics
  • 03
    Legal Review: Have counsel verify liability and compliance
  • 04
    Execute: Obtain authorized signatures and distribute fully signed copies

Customizing an Online Execution Workflow

Configure digital workflows to automate routing, authentication, and record retention for reseller contract execution.

Field Configuration
Signer Authentication Email + optional SMS OTP
Signing Order Sequential or parallel routing
Required Fields Make signature, date, and tax ID mandatory
Retention Automated PDF + audit trail storage

Where to Send and How Signatures Flow

A clear routing plan reduces confusion — identify the initial sender, approvers, and final archive recipient.

  • Upload Document: Sender uploads master agreement to the eSignature platform
  • Assign Roles: Place signature and initial fields assigned to each party
  • Sign: Each signer authenticates and applies signature
  • Distribute Copies: Platform emails signed PDFs and stores audit trail

Technical Options for eSigning and Delivery

Select an eSignature platform that supports required authentication, audit trails, storage, and integrations with your systems.

  • Authentication: Email, SMS, KBA
  • Integrations: CRM, ERP, cloud storage
  • File Types: PDF, DOCX supported

Ensure the chosen platform can produce an unalterable signed PDF with an audit trail and integrate with your document repository for retention and compliance.

Typical Deadlines and Timing Expectations

Reseller Agreements often include deadlines for payments, notice periods, and performance reporting that parties must observe.

Payment Terms:

Net 30 is common; specify penalties for late payment

Reporting Frequency:

Monthly or quarterly sales and inventory reports

Termination Notice:

30–90 days written notice commonly required

Cure Period:

Typically 10–30 days to remedy breaches

Contract Renewal:

Auto-renewal terms or explicit renewal windows

Common Preparation Mistakes to Avoid

  • Using vague territory descriptions that lead to overlapping rights and sales conflicts between resellers.
  • Not specifying payment reconciliation procedures, which can cause disputes over commissions and chargebacks.
  • Omitting IP usage rules or brand guidelines, creating inconsistent marketing and potential trademark misuse.
  • Failing to define service levels and support responsibilities that leave customers and resellers uncertain about escalation paths.

Consequences of an Incorrect or Incomplete Agreement

Contract Ambiguity: Litigation risk
Tax Exposure: Incorrect reporting
IP Misuse: Trademark infringement
Revenue Loss: Unpaid commissions
Regulatory Fines: Non-compliance penalties
Contract Voidance: Enforceability issues

Comparing eSignature Costs and Capabilities for Reseller Agreement Execution

Cost and feature differences matter for high-volume contract programs; signNow is listed first for direct comparison with common alternatives.

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

Real-World Examples of Reseller Agreement Use

Two customer stories illustrate practical benefits and common adaptations when implementing reseller channels.

Tech Data — Enterprise Channel

Tech Data standardized reseller contracts across regions to speed onboarding and revenue recognition.

  • They automated approvals and signature capture.
  • The result was faster internal processing and clearer compliance tracking for distributor agreements, reducing exceptions and manual handoffs across their global channel teams.

Martin Properties — Small Business

A small supplier used a template reseller agreement to permit local resellers to list and sell services.

  • The template limited IP use and assigned warranty handling.
  • This approach reduced legal review time, ensured consistent customer messaging, and made it straightforward to add or remove reseller locations as business needs changed.

Frequently Asked Questions About Reseller Agreements

Answers to common questions on signatures, enforceability, and digital execution for Reseller Agreements.


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