Reseller Partnership Agreement

RESELLER PARTNERSHIP AGREEMENT

This Reseller Partnership Agreement (the Agreement) is made and entered into as of (Effective Date) by and between:

Provider Name:

Reseller Name:

WHEREAS

WHEREAS, Provider develops, markets and sells certain products and/or services described herein and owns all intellectual property and goodwill associated therewith; and

WHEREAS, Reseller desires to obtain the right to market, promote and resell the Provider's products and services in accordance with the terms of this Agreement, and Provider is willing to grant such rights on the terms and conditions set forth below; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the appointment, compensation and commercial relationship established by this Agreement.

APPOINTMENT AND SCOPE OF WORK

1. Appointment. Provider hereby appoints Reseller, and Reseller accepts such appointment, to promote and resell the Provider's products and services in the territory and subject to the limitations set forth in this Agreement. Reseller's rights are non-transferable except with Provider's prior written consent.

RESELLER OBLIGATIONS

2. Reseller shall: (a) diligently market and solicit orders for Provider's products and services; (b) comply with Provider's published pricing and branding guidelines unless otherwise agreed in writing; (c) maintain accurate records of sales, customers and communications and provide quarterly reports to Provider; and (d) conduct business in a manner that preserves Provider's reputation and goodwill.

3. Reseller is responsible for all local taxes, duties and costs incurred in performing its obligations under this Agreement unless otherwise agreed in writing.

PRICING AND PAYMENT TERMS

TERM AND TERMINATION

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

5. Termination for Cause. Either party may terminate this Agreement for material breach by the other party that remains uncured for thirty (30) days after written notice, or immediately upon insolvency, bankruptcy filing, or an assignment for the benefit of creditors by the other party. Termination shall not relieve either party of obligations accrued prior to termination.

CONFIDENTIALITY

6. Each party (Recipient) shall keep confidential and shall not disclose to any third party Confidential Information of the other party (Discloser) except to its employees, agents or professional advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those contained herein. Confidential Information includes business plans, customer lists, pricing, technical data and trade secrets. Confidentiality obligations shall survive termination of this Agreement for years.

INTELLECTUAL PROPERTY

7. Provider retains all right, title and interest in and to its trademarks, trade names, patents, copyrights and other intellectual property. Provider grants Reseller a non-exclusive, non-transferable, revocable license to use Provider's marks and marketing materials solely to perform Reseller's obligations under this Agreement and only in accordance with Provider's written brand guidelines.

INDEMNIFICATION; LIMITATION OF LIABILITY

8. Each party agrees to indemnify, defend and hold harmless the other party from and against all third-party claims arising from its gross negligence, willful misconduct or material breach of this Agreement. Except for liability arising from willful misconduct or a party's indemnification obligations, neither party shall be liable for consequential, incidental or punitive damages and each party's aggregate liability shall be limited to the amounts paid or payable under this Agreement in the twelve (12) months preceding the claim.

GOVERNING LAW

9. This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties consent to the exclusive jurisdiction of the state and federal courts located within that State for any dispute arising out of this Agreement.

ENTIRE AGREEMENT; AMENDMENT

10. This Agreement, together with any exhibits or schedules attached hereto and any mutually executed written amendments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

11. Assignment. Neither party may assign this Agreement or any rights hereunder without the prior written consent of the other party, except that Provider may assign this Agreement in connection with a merger or sale of substantially all of its assets. All notices and communications required hereunder shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate in writing.

Sign Now