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Reseller Agreement Amendment Form

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Reseller Agreement Amendment Form

This Reseller Agreement Amendment (the "Amendment") is made effective as of by and between Supplier Name: , Supplier Address: and Reseller Name: , Reseller Address: . Supplier and Reseller may be referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, the Parties entered into a Reseller Agreement dated (the "Agreement"); and

WHEREAS, the Parties desire to amend certain provisions of the Agreement to reflect updated commercial terms, operational procedures, and compliance obligations as set forth herein; and

WHEREAS, capitalized terms used but not defined in this Amendment have the meanings given in the Agreement unless otherwise provided herein.

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

1. AMENDMENT TO AGREEMENT

1.1. The Agreement is hereby amended as set forth in this Section 1. To the extent of any conflict between the terms of this Amendment and the Agreement, the terms of this Amendment shall control.

1.2. The following specific provisions of the Agreement are amended or replaced in their entirety as follows:

2. EFFECTIVE DATE; TERM

2.1. This Amendment shall become effective on the Effective Date set forth above and shall continue in full force and effect for the remainder of the Term of the Agreement, unless earlier terminated in accordance with the Agreement or as provided in this Amendment.

2.2. Except as expressly modified by this Amendment, all deadlines, notice periods, and cure periods under the Agreement shall be calculated from the Effective Date of this Amendment.

3. CONSIDERATION

3.1. In consideration for the amendments set forth herein, the Parties agree that the following adjustments shall apply:

3.2. Any changes to pricing, commissions, or payment terms shall be memorialized in writing and appended to the Agreement as an amendment to the applicable Schedule or Exhibit.

4. REPRESENTATIONS AND WARRANTIES

4.1. Each Party represents and warrants that: (a) it has the full right, power and authority to enter into this Amendment and to perform its obligations hereunder; (b) execution and delivery of this Amendment and performance of its obligations will not violate any agreement to which it is a party; and (c) the individual signing on its behalf is duly authorized to bind such Party.

5. CONFIDENTIALITY

5.1. All Confidential Information exchanged by the Parties shall remain subject to the confidentiality obligations set forth in the Agreement. The Parties agree that Confidential Information disclosed in connection with the amendments described herein shall be treated with the same degree of care as provided in the Agreement.

6. INTELLECTUAL PROPERTY

6.1. Nothing in this Amendment shall transfer ownership of any intellectual property. Supplier retains all right, title and interest in its Marks, Products, and Technology. Reseller's license rights, if any, remain limited to those expressly granted in the Agreement.

7. COMPLIANCE AND RECORDS

7.1. Reseller shall comply with all applicable laws, regulations and industry standards in the marketing, sale and distribution of Supplier Products. Supplier may audit Reseller's records pertaining to sales and compliance upon reasonable prior notice and during normal business hours.

8. INDEMNIFICATION AND LIABILITY

8.1. Each Party shall indemnify, defend and hold harmless the other Party from and against any Losses arising out of its breach of this Amendment or the Agreement, or from its negligence or willful misconduct. The indemnification obligations set forth in the Agreement shall apply to claims arising from the amendments effected hereby.

8.2. Neither Party shall be liable to the other for incidental, consequential, punitive or special damages except to the extent such damages are the direct and reasonably foreseeable result of a material breach.

9. NOTICES

9.1. 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 written notice in accordance with this Section.

10. GOVERNING LAW; DISPUTE RESOLUTION

10.1. This Amendment shall be governed by and construed in accordance with the laws of the state of without regard to conflict of laws principles.

10.2. Any dispute arising out of or relating to this Amendment shall be resolved in accordance with the dispute resolution provisions of the Agreement; provided that if the Agreement is silent on dispute resolution, the Parties agree to submit the dispute to binding arbitration in the designated jurisdiction.

11. MISCELLANEOUS

11.1. Entire Agreement. Except as expressly modified by this Amendment, the Agreement remains in full force and effect and constitutes the entire agreement between the Parties with respect to the subject matter hereof.

11.2. Severability. If any provision of this Amendment is held invalid or unenforceable, the remainder of this Amendment shall continue in full force and effect to the extent permitted by law.

11.3. Amendment; Waiver. No modification, amendment or waiver of any provision of this Amendment shall be effective unless in writing and signed by duly authorized representatives of both Parties. The failure of either Party to enforce any provision shall not constitute a waiver of that Party's rights.

11.4. Counterparts. This Amendment 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.

SIGNATURES

The Parties have executed this Amendment through their duly authorized representatives as of the dates set forth below.

Supplier Printed Name:

By:

Date:

Title:

Reseller Printed Name:

By:

Date:

Title:

Enter text✕

What the Reseller Agreement Amendment Form Is

A Reseller Agreement Amendment Form is a written instrument used to change one or more terms of an existing reseller agreement between a vendor and a reseller. Typical amendments cover commission rates, product scope, territory, minimum purchase commitments, exclusivity, term or renewal dates, and termination rights. The form identifies the original agreement, the parties, the specific clauses being modified, effective date of the amendment, and any transitional provisions. When executed properly by authorized signers, the amendment becomes part of the original contract and governs the amended relationship going forward.

Why Using a Formal Amendment Form Matters

A formal amendment creates a clear, auditable record of changes which reduces misunderstandings, preserves original contract context, and supports enforcement. For electronic execution, the ESIGN Act (15 U.S.C. ch. 96) and state UETA statutes validate properly executed electronic signatures.

Why Using a Formal Amendment Form Matters

Who Typically Prepares and Executes Amendments

Final execution commonly requires authorized signatories from both parties and documentation returned to contract administrators for retention.

  • Vendor legal or commercial teams approving revised margins, territory, or product lists.
  • Reseller operations or sales leadership reviewing business impacts and minimums.
  • Finance or accounting staff confirming commission calculation and effective dates.

Core Elements to Include in a Professional Amendment

A complete amendment isolates changed provisions, states the effective date, references the original agreement, and includes signatures and authority statements to avoid ambiguity.

Reference

Cite original agreement title, execution date, and parties so the amendment attaches unambiguously to the base contract.

Amendment Text

Provide exact replacement language or line-item changes with section numbers for clarity and to avoid conflicting interpretations.

Effective Date

State the exact MM/DD/YYYY effective date for changed obligations, billing, or reporting cycles.

Scope Limits

Define territory, product SKUs, or customer segments added or removed by the amendment.

Payment Terms

Specify adjusted commission rates, payment timing, offsets, and reporting requirements with calculation examples if needed.

Signatures

Include authorized signer names, titles, signature blocks, and date lines for each party and witness or notary if required.

Required Data and Fields at a Glance

Party Names: Full legal names
Original Agreement: Title and date
Amendment Scope: Sections modified
Effective Date: MM/DD/YYYY
Signature Blocks: Signer name/title
Authority Statement: Signing authority

Step-by-Step: Completing a Reseller Agreement Amendment

Follow these steps to prepare, review, and execute an amendment so it is enforceable and administrable.

  • 01
    Prepare Draft: Identify clauses to change and draft precise replacement text.
  • 02
    Reference Base: Cite original agreement title, date, and parties for clarity.
  • 03
    Legal Review: Have counsel check for conflicts, authority, and unintended consequences.
  • 04
    Execute: Have authorized signers sign and date; retain executed copies.

How to Configure an Online Amendment Workflow

A clear digital workflow reduces cycle time and ensures every reviewer sees the current draft.

Field Configuration
Upload Document Use a PDF or DOCX file as master for field placement and locking.
Assign Signers Add signer names, emails, and signing order to match internal approval rules.
Authentication Choose email link, SMS code, or stronger ID verification based on risk.
Audit Trail Enable audit logging and automatic copy distribution upon completion.

Where to Send and How Execution Typically Works

Route the amendment to the correct approvers, obtain signatures, and distribute executed copies to contract administrators and finance.

  • Send to Countersign: Deliver to the other party for signature after internal approvals.
  • Notarization (if needed): Arrange for in-person or remote notary depending on state or contractual requirement.
  • Return Copies: Each party retains an executed PDF with audit trail and signature evidence.
  • Update Systems: Adjust CRM, billing, and commission tables to reflect new terms.

Digital Signing and Technical Considerations

Maintain executable records, ensure retention policies meet legal and business needs, and confirm the platform supports ESIGN/UETA compliance.

  • File formats: PDF and DOCX supported
  • Authentication: Email, SMS, or advanced signer verification
  • Integrations: CRM and storage integrations like Salesforce and Google Workspace

Common Timing Considerations and Deadlines

Track effective dates, billing cycles, notice periods, and any condition precedent that triggers the amendment to avoid operational gaps.

Effective Date Selection:

Choose a date that aligns with billing and reporting periods to prevent disputes.

Notice Periods:

Comply with any contractual notice windows before amended terms apply.

Commission Cutover:

Specify when new commission calculations begin to avoid retroactive liabilities.

Regulatory Timing:

Allow time for legal review in regulated industries like healthcare or financial services.

Record Update:

Update internal systems within defined SLA (typically 30 days) after execution.

Frequent Pitfalls to Avoid

  • Failing to reference the original agreement precisely, which can make the amendment ambiguous and unenforceable.
  • Not confirming signer authority or title, creating risk that a counterparty later disputes the signer's power to amend.
  • Overlooking operational impacts like billing cutovers, which can cause revenue recognition and commission disputes.
  • Skipping a legal review in regulated sectors, which may inadvertently violate compliance requirements or licensing terms.

Key Risks and Contractual Consequences

Breach Damages: Monetary damages
Termination: Right to end relationship
Indemnities: Increased indemnity exposure
Dispute Costs: Arbitration or litigation
Reputational: Loss of trust or business
Operational: Billing and fulfillment disruption

eSignature Vendor Pricing Comparison for Amendment Execution

Below is a concise vendor price and capability snapshot to help estimate eSignature costs for executing reseller agreement amendments.

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, no credit card required No No Yes, limited Yes, limited
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No

Practical Examples of Amendment Use

Two short scenarios illustrate common amendment triggers and outcomes in reseller relationships.

Product Expansion

A vendor adds new SKUs to an existing reseller arrangement to expand coverage.

  • The reseller agrees to revised minimums.
  • The amendment defines SKU lists, revised commission tiers, an effective date, and a 90-day phased billing transition to align systems and payments.

Territory Change

A reseller seeks exclusivity for a subregion previously shared with other partners.

  • The parties negotiate exclusivity terms.
  • The amendment narrows territory boundaries, adds performance metrics, and sets a probationary six-month review with automatic reversion if targets are not met.

Practical Tips for Reliable and Efficient Amendments

Apply these best practices to reduce execution time and limit downstream disputes.

Use Precise Language
Draft replacement clauses with exact section references and unambiguous terminology; avoid vague phrases that invite differing interpretations or litigation.
Maintain Version Control
Keep named draft versions, change logs, and reviewer comments separated from the legal text so the executed amendment is clean and authoritative.
Confirm Authority
Document signatory authority in the amendment or an attached corporate resolution to prevent post-signature challenges to validity.
Coordinate Systems
Ensure CRM, billing, and commission systems are updated concurrently with execution to prevent payment errors and customer confusion.

Frequently Asked Questions: Reseller Agreement Amendment Form

Answers to common questions about amendment validity, signatures, and operational follow-up.


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