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Reseller Services Agreement

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Reseller Services Agreement

This Reseller Services Agreement (the "Agreement") is entered into as of Effective Date: by and between Provider Name: , organized under the laws of with principal place of business at (\"Provider\"), and Reseller Name: , organized under the laws of with principal place of business at (\"Reseller\").

RECITALS

WHEREAS, Provider develops, supplies and supports the products and related services described in Schedule A (the "Products and Services"); and

WHEREAS, Reseller desires to obtain the right to market, resell and support the Products and Services in the Territory described below and Provider is willing to grant such rights on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend to set forth their respective rights and obligations with respect to marketing, sale, delivery and support of the Products and Services.

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

1. DEFINITIONS

1.1 "Territory" means .

1.2 "Net Revenue" means gross amounts invoiced by Provider to end customers arising from sales made by Reseller under this Agreement, less customary discounts, returns and taxes required by law.

1.3 Other capitalized terms used in this Agreement shall have the meanings set forth in the body of this Agreement or in Schedule A where applicable.

2. APPOINTMENT; SCOPE

2.1 Appointment. Subject to the terms and conditions of this Agreement, Provider hereby appoints Reseller as a Non-exclusive Exclusive reseller to market, promote, and resell the Products and Services in the Territory. Reseller accepts such appointment and agrees to use commercially reasonable efforts to promote sales.

2.2 Limitations. Reseller shall not make any representations, warranties or guarantees concerning the Products and Services except as expressly authorized by Provider in writing. Reseller shall not modify Products or remove Provider's proprietary notices.

3. RESELLER OBLIGATIONS

3.1 Sales and Marketing. Reseller shall diligently market the Products and Services, maintain trained personnel, and comply with Provider's branding and marketing guidelines. Reseller shall not engage in deceptive or misleading marketing.

3.2 Compliance. Reseller shall comply with all applicable laws and regulations in performing its obligations, including data protection, export controls and anti-corruption laws, and shall not export or re-export Products in violation of applicable law.

4. PROVIDER OBLIGATIONS

4.1 Delivery and Support. Provider shall deliver Products in accordance with the applicable order and shall provide reasonable technical support and updates as described in Schedule A. Provider will use commercially reasonable efforts to meet published delivery estimates.

4.2 Materials. Provider will supply Reseller with product documentation, marketing materials and training reasonably necessary for Reseller's performance under this Agreement.

5. PRICING, ORDERS AND PAYMENT

5.1 Pricing. Provider will provide Reseller with a reseller price list. Reseller shall sell at prices it determines but shall not falsely represent Provider's suggested pricing. Provider reserves the right to change pricing upon days' prior written notice.

5.2 Payment Terms. Commission payable to Reseller shall be percent of Net Revenue, payable within days after Provider receives payment from the end customer. All payments are subject to invoice and applicable withholding taxes.

6. REPORTING AND AUDIT

6.1 Sales Reports. Reseller shall provide Provider with written reports of sales, customers and forecasts on a basis or as otherwise reasonably requested by Provider.

6.2 Audit Rights. Provider shall have the right, upon reasonable notice and during normal business hours, to audit Reseller's records relating to sales hereunder. Any underpayment discovered shall be promptly paid by Reseller together with interest at the lesser of 1.5% per month or the maximum permitted by law.

7. INTELLECTUAL PROPERTY

7.1 Ownership. Provider retains all right, title and interest in and to its trademarks, service marks, trade names, copyrights, patents and other intellectual property used in connection with the Products and Services. Reseller acquires no ownership rights by virtue of this Agreement.

7.2 Limited License. Provider grants Reseller a non-transferable, non-exclusive, revocable license to use Provider's trademarks solely for the purpose of marketing the Products and Services in accordance with Provider's trademark guidelines.

8. CONFIDENTIALITY

8.1 Confidential Information. Each party shall hold in confidence all non-public information disclosed by the other party that is designated as confidential or should reasonably be understood to be confidential ("Confidential Information"). Confidential Information shall not include information that is publicly available through no breach of this Agreement or independently developed by the receiving party.

8.2 Non-Disclosure; Return. The receiving party shall not disclose Confidential Information except to employees or contractors who have a need to know and who are bound by confidentiality obligations. Upon termination or request, Confidential Information and all copies shall be promptly returned or destroyed. Confidentiality obligations shall survive for years, except that trade secrets shall be protected for so long as they remain trade secrets.

9. WARRANTIES; DISCLAIMER

9.1 Provider Warranty. Provider represents and warrants that, at the time of delivery, the Products will materially conform to the specifications set forth in Schedule A. Provider's sole obligation for breach of this warranty shall be, at Provider's option, to repair or replace the non-conforming Product or to refund fees received for such non-conforming Product.

9.2 DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 9.1, ALL PRODUCTS AND SERVICES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.

10. LIMITATION OF LIABILITY

10.1 Except for a party's gross negligence or willful misconduct or a breach of confidentiality or intellectual property obligations, in no event shall either party be liable to the other for incidental, consequential, special, punitive or lost profit damages. The aggregate liability of either party for any claim arising out of or relating to this Agreement shall not exceed or the amount paid under this Agreement in the preceding 12 months, whichever is greater.

11. INDEMNIFICATION

11.1 Provider Indemnity. Provider shall defend, indemnify and hold Reseller harmless from and against third party claims arising from Provider's gross negligence, willful misconduct, or infringement of a third party's intellectual property rights by the Products, provided Reseller gives prompt notice and reasonable cooperation.

11.2 Reseller Indemnity. Reseller shall defend, indemnify and hold Provider harmless from claims arising from Reseller's breach of this Agreement, negligent handling of the Products, or its marketing practices, including violations of law.

12. TERM AND TERMINATION

12.1 Term. The initial term of this Agreement shall be months from the Effective Date and shall automatically renew for successive one-year terms unless either party provides written notice of non-renewal at least days prior to the end of the then-current term.

12.2 Termination for Cause. Either party may terminate this Agreement upon written notice if the other party materially breaches this Agreement and fails to cure such breach within days after receiving written notice specifying the breach.

13. EFFECT OF TERMINATION

13.1 Obligations. Termination shall not relieve either party of obligations accrued prior to termination, including payment obligations. Reseller shall cease representing itself as an authorized reseller and shall, at Provider's option, return or destroy Provider Confidential Information.

13.2 Surviving Provisions. Sections concerning payment, confidentiality, indemnification, limitation of liability, intellectual property, and governing law shall survive termination or expiration of this Agreement.

14. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by certified mail, overnight courier, or email with confirmation of receipt. Notices shall be effective upon receipt.

15. AMENDMENT; WAIVER; COUNTERPARTS

15.1 Amendment. This Agreement may be amended only by a written instrument signed by authorized representatives of both parties.

15.2 Waiver. No failure or delay by either party in exercising any right shall operate as a waiver of that right unless expressed in writing and signed by an authorized representative.

15.3 Counterparts. This Agreement 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.

16. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

16.1 Governing Law. 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.

16.2 Entire Agreement. This Agreement, together with any schedules and exhibits hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings.

16.3 Severability. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall continue in full force and effect and the invalid or unenforceable provision shall be replaced with a valid provision that most closely approximates the parties' intent.

17. MISCELLANEOUS

17.1 Relationship of the Parties. The relationship of the parties is that of independent contractors. Nothing in this Agreement shall be construed to create an agency, partnership or joint venture between the parties.

17.2 Assignment. Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets.

SCHEDULE A — PRODUCTS AND SERVICES

Provider Printed Name:

By:

Date:

Reseller Printed Name:

By:

Date:

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What a Reseller Services Agreement Covers

A Reseller Services Agreement is a contract between a vendor (supplier) and a reseller that sets out the terms under which the reseller may market, distribute, and resell the vendor’s products or services. It covers licensing, pricing, territory, customer support responsibilities, performance metrics, indemnities, confidentiality, and termination conditions. The agreement defines commercial relationships, margin structures, and order workflows while allocating risk and regulatory obligations. For U.S. transactions, parties should confirm compliance with federal statutes such as ESIGN and UETA when using electronic signatures and check industry-specific rules like HIPAA for healthcare resales.

Why a Clear Agreement Matters

A clear Reseller Services Agreement reduces disputes, clarifies revenue sharing, and sets operational boundaries. It protects intellectual property and allocates risk while establishing service levels, termination rights, and post-termination obligations. Properly drafted, it supports compliance and predictable commercial execution.

Why a Clear Agreement Matters

Who Completes and Relies on the Agreement

Typical users and stakeholders who complete or rely on a Reseller Services Agreement include business development, sales operations, and in-house legal teams.

  • Vendor executives: set pricing, approve territories, and authorize reseller discounts.
  • Reseller management: manage customer onboarding, marketing, and local compliance obligations.
  • Legal and finance: negotiate indemnities, audit rights, payment terms, and tax responsibilities.

The agreement also affects partners, channel managers, and third-party service providers such as logistics or support vendors.

Essential Sections to Include

Core sections of a professional Reseller Services Agreement allocate commercial, operational, and legal responsibilities and define performance expectations and dispute mechanisms.

Grant

Describe the reseller's rights to market, distribute, or sublicense products, including exclusive or non-exclusive territory, product lines covered, term length, renewal mechanics, and any inventory or resale restrictions.

Pricing

Set wholesale pricing, discount tiers, payment schedule, minimum purchase commitments, price adjustment mechanisms, reimbursement for returns, and responsibilities for taxes, duties, and currency-related charges and invoicing procedures.

Support

Define support obligations such as training, technical assistance levels, lead handling, service-level agreements, escalation paths, warranty handling, and any pass-through support from vendor to end customers.

Compliance

Assign responsibilities for regulatory compliance, data protection, export controls, HIPAA where applicable, product safety, including breach notification procedures and auditing rights.

IP

Protect intellectual property: licensing limits, trademark use, confidentiality obligations, permitted marketing materials, reverse engineering prohibitions, including takedown and indemnity processes.

Termination

Detail termination rights, cure periods, effect on outstanding orders, post-termination support or buy-back obligations, data return or deletion, and surviving clauses such as confidentiality and indemnities.

Required Information and Fields

Parties: Legal names and entity types
Effective Date: Enter as MM/DD/YYYY for clarity
Products/Services: SKU list or service description
Territory: Geographic limits and exclusivity
Pricing & Payment: Wholesale rates, terms, billing cycle
Signatures: Printed name, title, date

Step-by-Step: Preparing and Executing the Agreement

Follow these steps to complete a Reseller Services Agreement accurately and prepare it for electronic signature and storage.

  • 01
    Gather Information: Collect legal names, tax IDs, product lists, and pricing schedules.
  • 02
    Draft Terms: Define grant, territory, pricing, support, and IP clauses.
  • 03
    Review & Approve: Obtain internal approvals from legal, finance, and sales.
  • 04
    Sign & Archive: Execute with compliant eSignature and store per retention policy.

How to Configure an Online Signing Workflow

Configure an online workflow to route, authenticate, and collect signatures for the agreement efficiently and preserve audit trails.

Field Configuration
Document Template Upload PDF/DOCX and set reusable fields
Signer Order Define sequence or allow parallel signing
Auth Methods Email, SMS code, or advanced KBA options
Audit Trail Enable timestamps, IP log, and versioning

Technical and Compliance Requirements for eSigning

Select an eSignature provider that meets compliance, integration, and authentication needs for your reseller program.

  • Security: AES-256 at rest; TLS 1.2/1.3 in transit
  • Compliance: ESIGN, UETA, SOC 2, HIPAA (BAA if needed)
  • Integrations: CRM, ERP, cloud storage, and SSO options

Typical Sending and Signing Flow

Process flow for sending, signing, and returning a Reseller Services Agreement using an eSignature platform.

  • Upload: Sender uploads the finalized agreement to the system.
  • Place Fields: Add signature, initial, date, and conditional fields.
  • Authenticate Signers: Choose email, SMS, or multi-factor authentication.
  • Complete: Signed copies and audit trail are returned to all parties.

Key Dates and Notice Periods to Track

Key timeline items for negotiating, executing, and operating under a Reseller Services Agreement, including renewal and termination notice periods.

Negotiation Period:

Allow sufficient time for legal and commercial review, typically 2–4 weeks.

Approval and Execution:

Signatures collected electronically; plan for internal approvals 3–10 business days.

Effective Date:

Effective upon the date specified or when last party signs.

Renewal Notice:

Contract auto-renewal or notice period specified, often 30–90 days.

Termination Notice:

Notice periods and cure windows must be honored to avoid breach.

Common Mistakes to Avoid

  • Using vague territory descriptions leads to disputes over where resellers may sell products; define geographic limits and channel types explicitly to avoid conflicts.
  • Failing to define price adjustment mechanisms causes margin disputes; include concrete formulas for price changes tied to indices or vendor cost changes.
  • Omitting post-termination obligations leaves inventory and customer transition unclear; specify buy-back, support, and data deletion responsibilities explicitly.
  • Neglecting regulatory compliance (export controls, HIPAA, or data privacy) can trigger fines; assign clear compliance responsibility and audit rights to both parties.

Potential Legal and Commercial Risks

Breach Damages: Monetary liability and indemnities
Tax Liability: Misstated resale taxes
IP Disputes: Injunctions, license revocation
Regulatory Fines: HIPAA, export control penalties
Lost Revenue: Interrupted sales channels
Contract Termination: Immediate cessation of rights

Who Can Sign on Behalf of Each Party

Vendor Signatory

Typically a corporate officer or other person granted express signing authority in the vendor’s bylaws or delegation of authority. Ensure the signer’s title and capacity are included; for corporations, include printed name, title, and corporate seal if required by internal policy.

Reseller Signatory

Usually an officer or authorized manager listed in the reseller’s corporate record. Verify entity authority, include title and printed name, and confirm the signer is not signing in a personal capacity unless expressly indicated.

Practical Examples from Channel Relationships

Two practical examples showing how reseller agreements are applied in real business contexts across industries.

Optica Ventures

Optica standardized reseller territory and margin definitions before onboarding regional partners to reduce channel conflict and speed launches.

  • Defined exclusive regional territories for each partner to prevent overlap.
  • As a result, Optica standardized onboarding, clarified indemnities, and accelerated partner sales by ensuring consistent pricing, support obligations, and clear termination and transition plans for active customers.

Tech Data

Tech Data aligned distributor contracts to centralize approvals and audit rights across its reseller network for improved compliance and billing accuracy.

  • Automated approvals and defined audit access for vendor queries.
  • This reduced billing disputes, improved compliance with vendor IP rules, and enabled clearer escalation paths while supporting ERP integrations for invoicing and inventory reconciliation.

eSignature Vendor Comparison for Reseller Agreements

Compare common eSignature plan features and starting prices for signing, bulk sending, and compliance needs relevant to reseller agreements.

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 trial Varies Varies Varies Varies
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No

Frequently Asked Questions

Common legal, technical, and operational questions about preparing and executing a Reseller Services Agreement are addressed below.


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