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Reseller Agreement Template

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RESELLER AGREEMENT

This Reseller Agreement ("Agreement") is entered into as of Effective Date: by and between Principal: and Reseller: .

WHEREAS

WHEREAS, Principal develops, owns and supplies the products and services described in this Agreement and has the right to appoint third parties to market and distribute such products and services;

WHEREAS, Reseller desires to obtain the non-exclusive right to market, promote and resell Principal's products within the Territory under the terms set forth herein, and Principal desires to appoint Reseller as a reseller on the terms and conditions stated in this Agreement;

WHEREAS, the parties wish to set forth their respective rights and obligations regarding sales, payment, confidentiality and termination.

APPOINTMENT

Principal hereby appoints Reseller, and Reseller accepts appointment, on a non-exclusive basis to market, promote and resell the Products described below within the Territory, subject to the terms and conditions of this Agreement.

SCOPE OF WORK

Reseller shall use commercially reasonable efforts to market, promote and resell Principal's Products. Reseller's obligations include, without limitation, solicitation of customers, provision of first-level customer support, and reporting sales to Principal as required under this Agreement. Principal will supply product information, price lists, and training reasonably necessary for Reseller to perform its obligations.

PAYMENT TERMS

Prices, commissions, and payment schedules are set forth below. Reseller shall pay Principal for Products purchased at the rates and on the terms agreed in writing. All amounts are payable in the currency specified in writing and are exclusive of applicable taxes and duties unless otherwise stated.

All undisputed invoices not paid when due shall bear interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law, together with recovery costs and reasonable attorney fees incurred by the prevailing party in collecting overdue amounts.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon Notice Period: days' prior written notice to the other party. Either party may terminate this Agreement for material breach that remains uncured for thirty (30) days after receipt of written notice of such breach.

Upon termination, Reseller shall cease use of Principal's trademarks and return or destroy confidential materials as directed by Principal. Termination shall not relieve either party of obligations accrued prior to termination, including payment obligations.

CONFIDENTIALITY

Each party acknowledges that it may receive confidential information of the other party. "Confidential Information" means non-public information disclosed in any form that is designated confidential or that, by its nature, should reasonably be understood to be confidential. Each party shall (i) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than reasonable care; (ii) use Confidential Information solely to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to third parties except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein.

INTELLECTUAL PROPERTY

Principal retains all right, title and interest in and to its trademarks, trade names, patents, copyrights, trade secrets and other intellectual property. Reseller is granted a limited, revocable, non-transferable license to use Principal's trademarks solely to market and sell the Products in accordance with Principal's brand guidelines. Reseller shall not make any claim of ownership or alter Principal's marks without prior written consent.

INDEMNIFICATION; LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from and against third-party claims arising out of the indemnifying party's willful misconduct, negligence or breach of this Agreement. Except for breaches of confidentiality, intentional misconduct, or indemnification obligations, neither party shall be liable for consequential, incidental, special or punitive damages. The aggregate liability of each party for direct damages shall not exceed the total amounts paid or payable by Reseller to Principal under this Agreement in the twelve (12) months preceding the claim.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. Any dispute arising out of or relating to this Agreement shall be resolved by the courts located in the same state, unless the parties mutually agree in writing to arbitration.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by certified mail, courier or email confirmed in writing.

ENTIRE AGREEMENT; MISCELLANEOUS

This Agreement, together with any 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 and communications, whether written or oral. Any modification to this Agreement must be in writing and signed by both parties. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Neither party shall assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Principal may assign to an affiliate or in connection with a sale of substantially all of Principal's assets.

Principal - Printed Name:

By:

Date:

Reseller - Printed Name:

By:

Date:

Enter text✕

What the Reseller Agreement Template Is and when to use it

A Reseller Agreement Template is a standardized contract that sets the commercial and legal terms between a vendor and an authorized reseller who will market, distribute, or resell the vendor's products or services. Typical topics include license scope, territory, pricing and discounts, order procedures, branding and marketing rules, support and training obligations, payment terms, term and termination, confidentiality, and intellectual property rights. The template is designed to be adapted to specific products, territories, and regulatory constraints and to support electronic execution under U.S. e-signature laws such as ESIGN and applicable state UETA statutes.

Why a clear Reseller Agreement Template matters

A well-drafted template reduces negotiation time, limits ambiguity about rights and obligations, protects intellectual property, and clarifies pricing and liability allocation. It also creates a repeatable process for onboarding multiple resellers while preserving consistent commercial terms across channels.

Why a clear Reseller Agreement Template matters

Who typically completes or signs this template

The Reseller Agreement Template is completed by legal, sales, or channel operations teams when appointing or renewing resellers.

  • Vendor legal and commercial teams — review IP, indemnity, and termination clauses before execution.
  • Channel or partner managers — set territory, pricing, and performance metrics for reseller obligations.
  • Reseller senior management or authorized signatory — accepts pricing, support levels, and marketing rules.

Authorized signers and typical roles

Vendor Executive

Chief Commercial Officer or General Counsel often signs for the vendor. They confirm authority to license products, accept contractual risk, and bind corporate entities.

Reseller Signatory

An officer or authorized manager signs for the reseller. Confirm corporate resolution or delegation of signing authority to avoid later challenges to validity.

Core clauses to include in a professional reseller agreement

Include clear, modular clauses so the template can be tailored by territory, product line, or partner tier without changing core protections.

Grant of Rights

Specify license scope (nonexclusive/exclusive), permitted channels, sublicensing rules, and whether the reseller may modify or repackage products; avoid vague terms that create unintended rights.

Territory & Channels

Define geographic limits and customer segments; include carve-outs for existing accounts and rules for online versus offline sales to prevent channel conflict.

Pricing and Payments

Describe discounts, margins, invoicing cadence, payment method, currency, and late fees; include audit rights for rebate and discount reconciliation.

Support & Training

Assign responsibilities for product training, technical support levels, and service-level expectations; tie support scope to pricing tiers where appropriate.

IP and Branding

Clarify ownership of intellectual property, permitted use of trademarks, required brand guidelines, and procedures for misuse or trademark infringement.

Termination & Remedies

List termination for cause and convenience, post-termination buyback or return procedures, and surviving obligations such as confidentiality and indemnity.

Step-by-step: complete and execute the Reseller Agreement

Follow these steps in order to reduce review cycles and ensure the agreement is enforceable upon signing.

  • 01
    Prepare Template: Populate vendor/reseller names, effective date, territory, and attached exhibits.
  • 02
    Set Commercial Terms: Agree pricing, payment terms, rebates, and minimum purchase obligations.
  • 03
    Risk Review: Legal reviews IP, indemnity, and export/compliance constraints; adjust clauses as required.
  • 04
    Execute Electronically: Confirm signer authority, present ESIGN consumer disclosure if required, and capture audit trail.

Configuring an online workflow for the template

Map each field and signer role before sending to avoid delays and ensure correct routing.

Field Configuration
Signature Block Assign to vendor and reseller; require date and printed name.
Approval Sequence Set order: vendor legal → vendor exec → reseller signatory.
Conditional Fields Show termination notice only if 'renewal' checkbox is selected.
Attachments Attach pricing schedule and reseller onboarding checklist as exhibits.

Technical considerations for electronic completion and signing

Confirm the e-signature platform supports required authentication, audit trails, and integrations before sending the agreement.

  • Authentication: Use email, SMS code, or stronger methods as appropriate.
  • Integrations: Connect with Salesforce, NetSuite, or Google Workspace for automated record-keeping.
  • Document Formats: Use PDF or DOCX to preserve layout and metadata.

How electronic signing typically flows for reseller contracts

The signing workflow below shows common steps from upload to completed record when using an e-signature platform.

  • Upload Document: Upload the completed template and attach exhibits.
  • Place Fields: Insert signature, initials, and date fields for each signer.
  • Send for Signature: Platform sends secure links or email invitations to signers.
  • Completion: Signed copies and audit trail are stored and distributed to parties.

Security and compliance features to confirm

Encryption: TLS 1.2/1.3 in transit, AES-256 at rest
Audit Trail: Timestamps, IP addresses, and action history
Certifications: SOC 2 Type II and ISO 27001
HIPAA Support: BAA available for protected health information
21 CFR Part 11: Capabilities for electronic records and signatures
Accessibility: WCAG 2.0 Level AA compliance

Common legal and operational risks if the template is incorrect

Ambiguous Territory: Leads to channel conflict and lost revenue allocation
Incorrect Pricing: May cause disputed invoices and rebate reconciliation issues
Weak IP Clauses: Can permit unintended sublicensing or IP loss
Unauthorized Signer: Risks unenforceability or later rescission
Noncompliance: Violates export, privacy, or industry rules
Poor Recordkeeping: Hampers audits and regulatory defense

eSignature pricing and feature snapshot for signing reseller agreements

Compare starting prices and key capabilities relevant to high-volume reseller onboarding; signNow is listed 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 free trial, no credit card required Varies by plan Varies by plan Varies by plan Varies by plan
Bulk Send Yes — Business Premium includes bulk send Available on select plans Available on select plans Available on select plans Available on select plans
Audit Trail Yes — full audit trail and timestamps Yes — audit logs available Yes — audit logs available Yes — audit logs available Yes — audit logs available
HIPAA Compliant Yes — BAA available upon request Varies by plan and agreement Varies by plan and agreement Varies by plan Varies by plan

How organizations use a reseller agreement template in practice

Two short examples show common real-world adaptations and outcomes.

Optica Ventures (Channel Rollout)

They standardized a single template across five product lines to shorten onboarding by two weeks

  • Used tiered pricing schedules and performance SLAs to align incentives
  • The consistent template reduced negotiation cycles and improved revenue forecasting across partners.

Martin Properties (Localized Terms)

A regional reseller required state-specific marketing restrictions and indemnities

  • Vendor adapted exhibits for each jurisdiction
  • Localized exhibits avoided legal disputes and kept the master agreement consistent while meeting regional requirements.

Frequently asked questions about using and signing the template

Answers to common questions about legal validity, e-signature use, notarization, and signer authority for reseller agreements.


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