Are electronic signatures legally valid?

Yes. Electronic signatures are legally enforceable under the federal ESIGN Act (15 U.S.C. ch. 96) and by UETA in most states; ensure intent, consent, attribution, and retention to meet the legal test.

Do I need a notary or witnesses?

Private resell contracts typically do not require notarization; however, some jurisdictions or specific transaction types (real estate conveyances) require notarization and in a few states two witnesses.

Who must sign on behalf of a company?

An authorized officer or manager with contracting authority should sign. Maintain an internal approval matrix or corporate resolution to prove authority if later challenged.

Can the agreement be amended digitally?

Yes. Amendments are enforceable when signed by authorized parties and retained; include an amendment clause describing how modifications must be executed and dated.

How do I revoke or terminate the agreement?

Follow termination procedures in the contract (notice periods, cure opportunities). For rescission claims, consult counsel—unilateral revocation without contractual grounds risks breach claims.

How should executed agreements be stored?

Store signed PDFs with tamper-evident audit trails, maintain backups, and retain records according to tax, HIPAA, or industry rules; ensure access controls and encryption at rest and in transit.

Electronic Signature
Templates
Sales
Sales Resell Agreement

Sales Resell Agreement

This template is fully customizable. Edit the text, fill out the fields, and send it for signature. Give it a try!

SALES RESELL AGREEMENT

Parties and Effective Date

This Sales Resell Agreement ("Agreement") is entered into effective as of (the "Effective Date"), by and between:

Seller Legal Name Seller Business Address Seller Contact (Name, Phone, Email) Reseller Legal Name Reseller Business Address Reseller Contact (Name, Phone, Email)

Recitals and Grant

Seller manufactures or distributes the Products defined below and desires to appoint Reseller, and Reseller desires to accept appointment, to market, promote and resell the Products under the terms set forth herein.

Grant: Seller grants Reseller a Non-exclusive Exclusive right to resell the Products in the territory described as: .

Products, Orders and Pricing

Products subject to this Agreement (each a "Product" and collectively, the "Products") shall be as specified on Seller's invoices and purchase orders accepted by Seller. Reseller shall place Orders by written purchase order referencing this Agreement.

Item	Description	Quantity	Unit Price	Line Total

Subtotal Taxes Shipping & Handling Total

Payment Terms

Payment is due within days from invoice date. Accepted payment methods: Wire Transfer Check Credit Card .

Late payments shall bear interest at the lesser of 1.5% per month or the maximum rate allowed by law, and Reseller shall pay all collection costs and reasonable attorneys' fees incurred by Seller in collecting overdue amounts.

Delivery, Risk of Loss and Title

Delivery terms are . Scheduled delivery date: .

Title to Products and risk of loss shall pass to Reseller upon delivery to the carrier unless otherwise agreed in writing. Reseller shall promptly inspect shipments and notify Seller in writing of any shortages or nonconformities within days of receipt.

Warranty and Returns

Seller warrants that Products will conform to Seller's published specifications and will be free from defects in materials and workmanship for a period of months from delivery. Seller's sole obligation under this warranty is, at Seller's option, repair or replacement of nonconforming Products or issuance of credit.

Returns: Reseller may return Products only with Seller's prior written authorization and in accordance with Seller's return procedures. Restocking fee (if any):

Pricing, Resale Restrictions and Marketing

Reseller shall sell Products at prices determined by Reseller but shall not advertise or represent Product pricing or promotions that conflict with Seller's published MAP (minimum advertised price) or agreed national pricing policies. Reseller shall not alter Product packaging or remove Seller trademarks without prior written consent.

Minimum Purchase Obligation (if any)

Intellectual Property and Confidentiality

Seller grants Reseller a non-exclusive, non-transferable license to use Seller's trademarks and marketing materials solely to promote and resell the Products in the Territory. All goodwill arising from such use shall inure to Seller. Reseller acknowledges Seller's ownership of all intellectual property and shall not challenge such ownership.

Confidential Information disclosed by either party shall be held in strict confidence and used only for performance of this Agreement for a period of years following disclosure.

Indemnification and Limitation of Liability

Indemnification: Each party shall indemnify and hold the other harmless from third-party claims arising out of such party's negligence, willful misconduct, or breach of this Agreement, including reasonable attorneys' fees and costs.

Limitation of Liability: Except for liability arising from willful misconduct or indemnification obligations, neither party shall be liable for incidental, consequential, special or punitive damages. The aggregate liability of either party for any claim arising under this Agreement shall not exceed .

Term and Termination

Term: This Agreement shall commence on the Effective Date and continue for a period of unless earlier terminated as provided below.

Termination for Cause: Either party may terminate for material breach that remains uncured after days' written notice.

Taxes and Regulatory Compliance

Each party is responsible for its respective taxes. Sales, use and other transactional taxes imposed on the sale of Products shall be borne by Seller Reseller .

Notices

Notice Address for Seller Notice Address for Reseller

Miscellaneous

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or pursuant to a merger or sale of substantially all assets.

Governing Law: This Agreement shall be governed by the laws of the State of without regard to conflict of law principles.

Entire Agreement: This Agreement, together with all purchase orders and written exhibits executed by the parties, constitutes the entire agreement and supersedes all prior agreements, representations and understandings relating to the subject matter hereof. Any amendment must be in writing signed by both parties.

Seller (Printed Name):

By:

Date:

Reseller (Printed Name):

By:

Date:

What a Sales Resell Agreement Covers

A Sales Resell Agreement is a contract between a vendor and a reseller that defines rights, responsibilities, pricing, territory, and customer relationship rules for reselling products or services. Typical provisions cover pricing or discount schedules, permitted resale channels, trademark and marketing permissions, order handling, returns and refunds, support obligations, termination triggers, post‑termination restrictions, and allocation of liabilities. The contract also clarifies whether the reseller acts as an independent contractor, agent, or distributor and specifies governing law and dispute resolution procedures to reduce later ambiguity.

Why a Clear Sales Resell Agreement Matters

A well-drafted Sales Resell Agreement prevents channel conflict, protects margins, and sets enforceable expectations for performance, trademark use, and customer ownership while allocating risk between parties.

Who Typically Prepares and Signs This Agreement

Various business roles participate in creating and approving this agreement depending on company size and complexity.

Vendor legal or commercial teams draft terms and approve pricing and intellectual property clauses.
Reseller business development and operations review territory, pricing, and fulfillment obligations.
Finance and procurement confirm payment terms, credit limits, and tax handling.

Signatories usually include authorized officers or managers with contracting authority; internal countersignature workflows should be documented.

Core Components to Include

A complete Sales Resell Agreement should address commercial terms, operational processes, compliance, and exit mechanics so both parties have clear, enforceable duties and remediation paths.

Parties and Definitions

Identify the legal names, entity types, and roles; define key terms like 'Customer', 'Territory', and 'Net Sales' to avoid ambiguity in interpretation and reporting.

License and IP

Specify whether the reseller receives a revocable license to use trademarks and marketing materials, restrictions on modifying IP, and approval processes for co‑branding materials.

Pricing and Payment

Set reseller pricing, discounts, rebates, invoicing cadence, payment terms, currency, tax responsibility, and remedies for chargebacks or unpaid invoices.

Territory and Channels

Define geographic or vertical exclusivity (if any), permitted sales channels (online, retail, OEM), and rules for selling to end customers or sub‑resellers.

Support and Warranties

Allocate responsibilities for customer support, warranty handling, returns, and service level expectations, including any pass‑through warranties from the vendor.

Termination and Post-Termination

State termination for cause/without cause, notice periods, inventory buybacks, outstanding commissions, and post‑termination noncompete or non‑solicit provisions if applicable.

Step-by-Step: Filling Out the Agreement

Follow a consistent order to reduce errors and speed approvals: complete identification, commercial terms, operational clauses, then signatures.

01

Identify Parties: Enter full legal names, addresses, and tax IDs.
02

Set Commercial Terms: Define pricing, commissions, territory, and effective date.
03

Operational Terms: Add support, fulfillment, and reporting requirements.
04

Sign and Date: Obtain authorized signatures with dates and retain copies.

Typical Agreement Workflow and Handoff Points

Most resell agreements follow a shared workflow that moves documents through legal, commercial, finance, and executive approval before being returned to both parties for signature.

Draft: Vendor prepares initial draft of standard template or negotiates key clauses.
Review: Reseller legal and finance review and propose edits.
Negotiate: Both sides resolve material points such as territory and pricing.
Execute: Authorized signatories sign and each party retains an executed copy.

Digital Signing and Platform Considerations

Select an eSignature workflow that supports secure authentication, audit trails, and any required compliance features.

Authentication: Use email link, SMS code, or stronger KBA/SSO depending on transaction sensitivity.
Audit Trail: Capture IP, timestamps, and signer actions for enforceability and dispute resolution.
Integrations: Connect to Salesforce, NetSuite, Google Workspace, or Box to automate storage and contract lifecycle management.

Files, Formats, and Supporting Documents

Include standard attachments with the resell agreement so obligations are clear: pricing exhibits, territory maps, support SLAs, and trademark usage guidelines.

Pricing Exhibit

Attach a schedule listing SKUs, reseller prices, volume breakpoints, and effective dates to avoid later disputes over rates.

Territory Exhibit

Provide a map or list of covered states/regions and any channel restrictions for clarity on where reselling is permitted.

SLA and Support

Include response and escalation times, escalation contacts, and any obligations for warranty handling or refunds.

Marketing Guidelines

Supply approved logos, co‑branding rules, and review processes to control brand use and ensure compliance.

Practical Tips for Clear Agreements

Small drafting choices prevent large disputes. Use unambiguous language, attach illustrations for technical limits, and centralize negotiated terms in exhibits.

Be Specific About Metrics

Define how sales are measured (gross vs net), how returns are treated, and which deductions are permitted to ensure consistent commission calculations.

Limit Ambiguous Remedies

Set clear cure periods and termination procedures; avoid vague phrases like 'reasonable efforts' without definition to reduce litigation risk.

Standardize Approvals

Keep a documented approval matrix listing who can bind the company at different contract value tiers to prevent unauthorized commitments.

Record Negotiation History

Archive redlines and final executed copies with timestamps and version notes to support enforcement and ongoing relationship management.

Timing and Key Dates to Track

Establish dates and deadlines that affect performance, audit rights, renewal, and termination to avoid accidental breaches or missed obligations.

Effective Date:

The day the contract's obligations begin; enter as MM/DD/YYYY.

Initial Term and Renewal:

Note initial term length and renewal notice period to manage renewals proactively.

Payment Deadlines:

Record invoice due dates and late fee start dates for predictable cash flow.

Reporting Cadence:

Set regular sales and inventory reporting deadlines to enable timely reconciliations.

Termination Notice:

Specify notice period required for nonrenewal or termination without cause to allow orderly wind-down.

Common Mistakes to Avoid

Using vague territory language that allows overlapping sales and channel conflict, which often leads to disputes over customer ownership.
Failing to define pricing adjustments or currency handling, that causes miscalculated commissions and reconciliation delays.
Omitting explicit IP and trademark usage rights, creating inconsistent branding and potential infringement claims.
Not documenting signatory authority or countersignature workflows, risking unenforceable or void agreements.

Risks of an Incorrect or Incomplete Agreement

Contract Disputes: Litigation risk

Lost Revenue: Unclear commission rules

Regulatory Exposure: Tax or export compliance

IP Misuse: Trademark infringement risk

Operational Failure: Support and fulfillment gaps

Termination Costs: Inventory and liability exposure

eSignature Vendor Pricing Snapshot (signNow First)

Comparing common eSignature criteria helps select an execution platform that meets security and compliance needs while controlling per-user or per-signature costs.

	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	Varies by vendor	Varies by vendor	Varies by vendor	Varies by vendor
Bulk Send	Yes (Business Premium)	Yes	Yes	Yes	Varies by plan
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes (BAA available)	Varies by plan	Varies by plan	Varies by plan	Varies by plan
Envelope Cap	No cap	100 envelopes/user/year	Varies by plan	Varies by plan	Varies by plan

Frequently Asked Questions About Sales Resell Agreements

Answers to common execution, enforceability, and post‑signing questions for Sales Resell Agreements, including electronic signing considerations and authority to bind.

Need help? Contact support

Are electronic signatures legally valid?
Yes. Electronic signatures are legally enforceable under the federal ESIGN Act (15 U.S.C. ch. 96) and by UETA in most states; ensure intent, consent, attribution, and retention to meet the legal test.
Do I need a notary or witnesses?
Private resell contracts typically do not require notarization; however, some jurisdictions or specific transaction types (real estate conveyances) require notarization and in a few states two witnesses.
Who must sign on behalf of a company?
An authorized officer or manager with contracting authority should sign. Maintain an internal approval matrix or corporate resolution to prove authority if later challenged.
Can the agreement be amended digitally?
Yes. Amendments are enforceable when signed by authorized parties and retained; include an amendment clause describing how modifications must be executed and dated.
How do I revoke or terminate the agreement?
Follow termination procedures in the contract (notice periods, cure opportunities). For rescission claims, consult counsel—unilateral revocation without contractual grounds risks breach claims.
How should executed agreements be stored?
Store signed PDFs with tamper-evident audit trails, maintain backups, and retain records according to tax, HIPAA, or industry rules; ensure access controls and encryption at rest and in transit.

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