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Reseller Agreement Amendment

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RESELLER AGREEMENT AMENDMENT

This Reseller Agreement Amendment (the Amendment) is entered into as of Effective Date: by and between Supplier Name: and Reseller Name: .

WHEREAS

WHEREAS, the parties entered into a Reseller Agreement effective Original Agreement Date: (the Original Agreement); and

WHEREAS, the parties desire to amend certain provisions of the Original Agreement in accordance with the terms set forth in this Amendment in order to modify the reseller appointment, scope, payment arrangements and certain administrative provisions.

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

AMENDMENTS

1. Amendment to Definitions and Appointment. The definition of "Products" and the reseller appointment set forth in Section 1 of the Original Agreement are amended to reflect the inclusion of additional product lines and resale rights described below. The parties agree that the appointment remains non-exclusive except as specifically modified herein.

SCOPE OF WORK

The Reseller shall market, promote, and sell the Products in the Territory defined in the Original Agreement, subject to the updated scope described below. The Reseller shall perform all sales, technical support escalation liaison, and order processing duties consistent with the Supplier's published policies as amended by this Amendment.

PAYMENT TERMS

1. Fees. In consideration for the rights granted and services performed by Reseller, Supplier shall pay Reseller commissions or Reseller shall pay Supplier fees as set out below, which shall supersede any conflicting schedule in the Original Agreement.

All payments shall be made in United States Dollars unless otherwise agreed in writing. Any disputed amounts shall be notified in writing within ten (10) days of receipt of invoice; undisputed amounts remain payable in accordance with the schedule above.

TERM AND TERMINATION

The term of this Amendment shall commence on Amendment Start Date: and shall expire on Amendment End Date: unless earlier terminated in accordance with this Amendment or the Original Agreement.

Either party may terminate this Amendment for material breach by the other party if such breach remains uncured for the number of days set forth in the Notice Period above following written notice. Termination of this Amendment shall not relieve either party of obligations accrued prior to the effective date of termination.

CONFIDENTIALITY

Each party shall maintain in confidence all confidential information disclosed by the other party in connection with the Original Agreement and this Amendment. Confidential information shall not include information that is: (a) publicly known through no breach of this Amendment; (b) received from a third party without breach of any obligation of confidentiality; or (c) independently developed without use of the disclosing party's confidential information. The receiving party shall use no less than reasonable care to protect the disclosing party's confidential information and shall only use such information to perform its obligations under this Amendment.

NOTICES

All notices required or permitted under this Amendment 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 provision.

GOVERNING LAW; DISPUTE RESOLUTION

This Amendment shall be governed by and construed under the laws of the State of without regard to its choice of law principles. Any dispute arising out of or related to this Amendment shall be resolved as provided in the Original Agreement; if the Original Agreement is silent, the parties agree to submit to the exclusive jurisdiction of the courts located in the county of the governing state specified above.

ENTIRE AGREEMENT

This Amendment, together with the Original Agreement, embodies the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings and agreements, whether written or oral, relating to such subject matter. Except as expressly amended hereby, all terms and conditions of the Original Agreement shall remain in full force and effect.

AUTHORITY

Each party represents and warrants that the individual executing this Amendment on its behalf has full power and authority to bind such party to the terms and conditions of this Amendment.

Supplier Name:

By:

Date:

Reseller Name:

By:

Date:

Enter text✕

What a Reseller Agreement Amendment Is and When It’s Used

A Reseller Agreement Amendment is a written modification to an existing reseller or distribution agreement that changes one or more contractual terms without replacing the entire contract. Typical amendments address pricing, territory, product lines, minimum purchase commitments, service levels, term and renewal, or termination rights. Parties sign an amendment to preserve continuity of the original agreement while documenting agreed changes, effective dates, and any transitional responsibilities. Amendments can be executed on paper or electronically and should reference the original agreement by date and section to avoid ambiguity.

Why Documenting Changes with an Amendment Matters

A clear amendment reduces dispute risk, preserves auditability, and ensures both parties understand changed obligations. Properly executed amendments integrate with the original contract and provide an evidentiary trail for billing, compliance, and future audits under ESIGN (15 U.S.C. §7001) and UETA.

Why Documenting Changes with an Amendment Matters

Who Typically Prepares and Signs a Reseller Agreement Amendment

Several internal and external roles commonly prepare, approve, or sign amendments.

  • Manufacturer or Vendor Legal — drafts amendment language and confirms alignment with master agreement.
  • Reseller Operations or Sales — reviews commercial terms, territory, minimum commitments, and pricing updates.
  • Corporate Counsel or Compliance — verifies regulatory and IP clauses, and approves signature authority.

Ensure signers have delegated authority and that approving teams keep a copy in contract repositories for audit and renewal tracking.

Step-by-step: Complete and Execute the Amendment

Follow a consistent sequence to prepare, approve, and finalize an amendment to avoid gaps in authority or effective dates.

  • 01
    Prepare: Reference the original agreement and draft specific amended clauses clearly.
  • 02
    Complete Fields: Fill party names, amendment number, effective date, and precise changes.
  • 03
    Authorize: Obtain internal approvals and confirm signatory authority for each party.
  • 04
    Execute & Store: Have authorized signers execute, distribute final copies, and archive securely.

Typical Digital Execution Flow for an Amendment

A standard online workflow speeds execution while capturing an audit trail that documents intent and attribution.

  • Upload Document: Add the amendment PDF or DOCX to the signing platform.
  • Place Fields: Insert signature, date, and any initial fields where required.
  • Add Signers: Enter each signer’s name and email; set signing order if needed.
  • Track & Audit: Monitor completion, capture timestamps, and save the certificate of completion.

Recommended Online Workflow Settings

Configure your eSignature workflow to match the amendment’s approval and authentication needs.

Field Configuration
Authentication Email link or SMS code; use KBA for higher assurance
Routing Order Sequential for approvals that depend on prior signatory consent
Reminder Schedule Automatic reminders at 3, 7, and 14 days
Retention Policy Store executed PDF with audit trail for the retention period

Technical Considerations for eSigning and Storage

Choose a platform that supports common formats, integrations, and required authentication methods.

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

Verify export formats, audit-trail detail, and retention/export controls with IT or records teams before final storage.

eSignature Pricing and Feature Comparison

Common vendor choices differ by starting price, envelope limits, and enterprise features. The table lists representative pricing and feature indicators for typical plans.

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 Varies by plan
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

Key Risks from an Incorrect or Incomplete Amendment

Invalid Amendment: Ambiguous terms may render changes unenforceable
Contractual Liability: Unclear scope can increase breach exposure
Tax Exposure: Incorrect billing terms may trigger tax disputes
Compliance Fines: HIPAA or industry breaches can create regulatory fines
Operational Disruption: Unapproved territory or pricing delays revenue recognition
Revocation Risk: Authority gaps can allow a party to repudiate the amendment

Common Preparation Mistakes to Avoid

  • Using vague language for amended clauses instead of exact section text from the original agreement increases dispute risk and complicates enforcement.
  • Failing to confirm signatory authority or corporate resolutions before execution can invalidate the amendment or delay implementation.
  • Mismatched party names or addresses between the amendment and the original agreement create administrative friction and may affect payment flows.
  • Not updating associated schedules, price lists, or exhibits leaves inconsistent documents in circulation and causes operational errors.

Practical Tips for Clear, Enforceable Amendments

Adopt consistent drafting practices and document controls to reduce legal and operational friction.

Use Exact References
Cite the original agreement by full title and execution date, and identify the exact sections being amended. This avoids ambiguity and ensures each changed clause is traceable during audits or disputes.
Spell Out Commercial Terms
State revised pricing, minimums, territories, and metrics in precise numeric or geographic terms rather than subjective phrases. Attach updated exhibits and examples to illustrate practical application.
Confirm Signatory Authority
Obtain proof of authority for signers (board resolutions, officer certificates) when large commercial or liability changes are involved to prevent later challenges to validity.
Keep an Audit Trail
Record version history, reviewer comments, approval timestamps, and the final execution certificate. Maintain copies in a secure contract repository for the retention period specified by policy.

Essential Elements to Include in a Professional Amendment

A well-structured amendment is concise, references the original contract, and addresses integration, scope, and execution details.

Reference Clause

Clearly state the original agreement’s title, date, and parties so the amendment is plainly linked to the base contract and avoids misinterpretation.

Scope of Change

Describe precisely which sections are replaced, added, or deleted and include redline text or full clause replacement for clarity and enforceability.

Commercial Terms

List new pricing, discounts, billing cycles, minimum purchase commitments, and payment terms, including effective dates and any transitional pricing.

Term & Termination

Specify whether the amendment alters term length, renewal mechanics, or termination rights and how these changes interact with existing provisions.

Representations & Compliance

Include any updated compliance obligations, export controls, data handling requirements, or regulatory representations required by either party.

Execution Details

Provide signature blocks, indicate whether electronic signatures are acceptable, and state the amendment’s effective date upon signature or another specified date.

Two Typical Use Cases for Reseller Agreement Amendments

Real-world scenarios show how amendments speed changes without rewriting the full agreement.

Territory Expansion

A software vendor grants a reseller rights in an additional region following positive sales performance

  • The reseller agrees to new quarterly minimums to secure exclusivity
  • The amendment references the original contract, adds the new territory exhibit, and sets a 30-day effective notice to operationalize distribution and invoicing.

Pricing and Payment Update

A hardware manufacturer adjusts pricing due to component cost shifts

  • The reseller negotiates a phased-in price schedule to protect margin
  • The amendment sets revised pricing tables, payment terms, and a transition schedule tied to shipment dates to avoid billing disputes.

Frequently Asked Questions About Reseller Agreement Amendments

Answers to common questions on execution, electronic signing, notarization, and recordkeeping for amendments.


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