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White Label Service Agreement

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WHITE LABEL SERVICE AGREEMENT

This White Label Service Agreement (the Agreement) is entered into as of by and between Service Provider Name: , a , with a principal place of business at (Service Provider), and Reseller Name: , a , with a principal place of business at (Reseller). Service Provider and Reseller are each a Party and collectively the Parties.

RECITALS

WHEREAS, Service Provider develops and operates certain technology, software, services and related documentation identified in Section 2 (the Services); and

WHEREAS, Reseller desires to market, brand and resell the Services under Reseller's own trade name and marks on a white label basis, and Service Provider is willing to grant limited rights to Reseller on the terms and conditions set forth herein; and

WHEREAS, the Parties intend by this Agreement to set forth their respective rights and obligations with respect to the licensing, operation, support and commercialization of the Services.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the Parties agree as follows:

1. DEFINITIONS

1.1 "Documentation" means the user manuals, technical documentation and other materials provided by Service Provider describing the functionality and use of the Services.

1.2 "Customer" means an end user or purchaser of the Services procured by Reseller under this Agreement.

1.3 "Confidential Information" means non-public information disclosed by one Party to the other that is designated confidential or that, by its nature, should reasonably be understood to be confidential.

2. SCOPE OF SERVICES

2.1 Service Description. Service Provider will provide the services, software and support described in the Statement of Work attached as Exhibit A and the Documentation (collectively, the Services). Reseller shall resell the Services to Customers under Reseller's own name, marks and branding in accordance with the terms of this Agreement.

2.2 Service Levels. Service Provider will use commercially reasonable efforts to provide the Services in accordance with the service levels set forth in Exhibit A. Service Provider's breach of the service levels will entitle Reseller to service credits as specified in Exhibit A, if any.

3. WHITE LABEL LICENSE

3.1 Grant. Subject to the terms of this Agreement, Service Provider grants Reseller a non-exclusive, non-transferable (except as expressly permitted in Section 15), revocable right to market, brand and resell the Services under Reseller's trade name and logos to Customers during the Term.

3.2 Restrictions. Reseller shall not (a) reverse engineer or attempt to derive the source code of the Services; (b) remove Service Provider proprietary notices; (c) represent that Service Provider endorses Reseller's other products except as expressly agreed in writing; or (d) sublicense the Services except to Customers in connection with authorized resale consistent with this Agreement.

4. FEES AND PAYMENT

4.1 Fees. Reseller shall pay Service Provider the fees set forth in Exhibit B. All fees are non-refundable unless otherwise expressly provided. Payment obligations are independent of Reseller's collection from Customers.

4.2 Invoicing and Payment Terms. Service Provider will invoice Reseller in accordance with Exhibit B. Unless otherwise stated, invoices are due within thirty (30) days from the invoice date. Overdue sums bear interest at the lesser of 1.5% per month or the maximum lawful rate.

5. TERM AND TERMINATION

5.1 Term. The Agreement commences on the Effective Date and continues for an initial term of , unless earlier terminated in accordance with this Agreement.

5.2 Termination for Cause. Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure such breach within thirty (30) days after written notice describing the breach.

5.3 Effect of Termination. Upon termination Reseller shall cease representing the Services as its own and shall return or destroy Service Provider Confidential Information. Termination shall not relieve Reseller of payment obligations accrued prior to termination or obligations that by their nature survive.

6. CONFIDENTIALITY

Each Party shall hold Confidential Information of the other in strict confidence and shall not disclose it except to employees, contractors or agents who have a need to know and are bound to protect it. Confidentiality obligations shall survive termination for a period of five (5) years, or indefinitely for trade secrets.

7. INTELLECTUAL PROPERTY

7.1 Ownership. Service Provider retains all right, title and interest in and to the Services, the Documentation and Service Provider Confidential Information. Reseller retains ownership of Reseller trademarks and Customer relationships.

7.2 Third-Party Materials. Any third-party software incorporated into the Services is subject to its own license terms as set forth in Exhibit C.

8. WARRANTIES; DISCLAIMER

8.1 Mutual Warranties. Each Party represents that it has full corporate power and authority to enter into this Agreement and to perform its obligations hereunder.

8.2 Service Provider Warranty. Service Provider warrants that it will provide the Services in a professional manner and materially in accordance with the Documentation. Reseller's exclusive remedy and Service Provider's sole obligation for a breach of this warranty shall be correction of the nonconforming Services or, at Service Provider's option, refund of the fees for the affected Services for the period of non-performance.

8.3 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THIS SECTION 8, THE SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

9. INDEMNIFICATION

9.1 Reseller Indemnity. Reseller shall indemnify, defend and hold harmless Service Provider from and against any third-party claims arising out of Reseller's branding, marketing materials, Customer contracts and any breach of Reseller's representations, except to the extent caused by Service Provider's gross negligence or willful misconduct.

9.2 Service Provider Indemnity. Service Provider shall indemnify, defend and hold harmless Reseller from third-party claims that the Services infringe a third party's issued patents or copyrights, provided Service Provider is given prompt notice and sole control of the defense and settlement.

10. LIMITATION OF LIABILITY

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, BREACH OF CONFIDENTIALITY, OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIMS ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY RESELLER TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

11. COMPLIANCE; DATA PROTECTION

Each Party shall comply with applicable laws and regulations in performing its obligations. To the extent Service Provider processes personal data on behalf of Reseller, the Parties shall comply with the data processing terms in Exhibit D.

12. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a Party may specify by notice. Notice shall be deemed given upon personal delivery, one (1) business day after delivery to an overnight courier, or three (3) business days after deposit in the U.S. mail, first-class, postage prepaid.

13. AMENDMENTS; WAIVER

No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties. The failure of either Party to enforce any provision shall not constitute a waiver of future enforcement of that or any other provision.

14. GOVERNING LAW; VENUE

This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction specified below, without regard to conflict of laws principles. The Parties consent to the exclusive jurisdiction of the courts located in that jurisdiction for disputes arising under this Agreement.

15. ASSIGNMENT

Neither Party may assign this Agreement without the prior written consent of the other Party, except that either Party may assign this Agreement in connection with a merger, sale of substantially all assets, or other change of control, provided the assignee assumes all obligations hereunder.

16. ENTIRE AGREEMENT; SEVERABILITY; COUNTERPARTS

This Agreement, together with all Exhibits and Statements of Work, constitutes the entire agreement between the Parties and supersedes all prior agreements and understandings relating to the same subject matter. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. This Agreement may be executed in counterparts and by electronic signature, each of which shall be deemed an original.

EXHIBITS AND ATTACHMENTS

SIGNATURES

Service Provider:

By:

Date:

Reseller:

By:

Date:

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What a White Label Service Agreement Is and When It’s Used

A White Label Service Agreement is a contract where a provider supplies products or services that a reseller rebrands and offers under the reseller’s name. The agreement defines scope, permitted branding, service levels, pricing, intellectual property rights, confidentiality, and termination rights. It clarifies who owns underlying technology versus the rebranded deliverable, allocates liability and indemnities, and sets expectations for support, reporting, and transition at contract end. This template focuses on U.S. legal considerations for enforceability, e-signature acceptance, and operational clauses commonly required in reseller relationships.

Why a Clear White Label Agreement Matters for Business Risk and Operations

A precise White Label Service Agreement protects brand integrity and legal rights, reduces disputes over ownership and support, and sets measurable service obligations. It helps resellers scale while limiting provider liability and ensuring compliance with data, privacy, and sector-specific regulation.

Why a Clear White Label Agreement Matters for Business Risk and Operations

Who Uses White Label Service Agreements

Typical parties include software vendors, managed service providers, resellers, channel partners, and agencies that rebrand services for end customers.

Each party should confirm delegated responsibilities, permitted branding, and escalation paths before execution to avoid operational gaps and legal ambiguity.

Core Clauses to Include in a Professional White Label Service Agreement

Six contract areas typically determine commercial and legal outcomes; include clear definitions and metrics so both parties can measure performance and enforce rights.

Parties & Definitions

Define reseller, provider, and end-customer roles; include precise definitions for “white label,” “deliverable,” and “branded materials” to avoid ambiguity in interpretation and enforcement.

Scope of Services

Describe included services, exclusions, delivery milestones, and integration responsibilities; attach technical exhibits and a change-order process to control scope creep.

Branding License

Grant a limited, revocable license for use of provider materials and trademarks, specify approval rights for logos and marketing, and require adherence to brand guidelines.

Service Levels

Set measurable SLAs (uptime, response times, support hours), remedies for SLA failures, reporting cadence, and procedures for escalations and root-cause analysis.

Data & Compliance

Allocate responsibilities for data ownership, security controls, breach notification, and compliance with HIPAA, FERPA, or other applicable laws depending on industry.

Term, Termination, Indemnity

Specify contract length, renewal mechanics, termination for convenience and cause, transition assistance, indemnities, limitation of liability, and IP assignment where applicable.

Step-by-Step: How to Complete the Agreement

Follow these steps in sequence to create a clear, enforceable agreement and reduce back-and-forth during negotiation.

  • 01
    Assemble parties: Confirm legal names and signatory authority.
  • 02
    Define scope: List exact services, deliverables, and exclusions.
  • 03
    Set SLAs: Add measurable uptime, response, and remedy terms.
  • 04
    Authorize signatures: Obtain signatures and retain execution copies.

Customizing an Online White Label Agreement Workflow

Configure a repeatable digital workflow so signers receive the correct fields and the agreement routes automatically for approval.

Field Configuration
Branding Asset Upload logo files; lock placement for consistent branding.
Template Library Save master agreement with editable exhibits for each reseller.
Signer Role Define provider, reseller, and witness signer roles.
SLA Clause Add conditional fields for response times and credits.

Technical Considerations for eSigning and Delivery

Set platform requirements early: authentication level, audit trail expectations, retention, and integrations with CRM or billing.

  • Authentication: Email link, SMS code, or stronger KBA as required.
  • Audit Trail: Capture IP, timestamp, and signer actions.
  • Integrations: Connect with CRM, document storage, and billing systems.

Confirm platform security and compliance capabilities with legal and IT teams before relying on e-signatures for final execution.

Common Routing Patterns for Execution and Distribution

Route agreements to enforce approval order, signers, and archival locations to prevent missed signatures or version confusion.

  • Upload: Add master template and reseller-specific exhibits.
  • Assign: Place signature, initials, and date fields by role.
  • Send: Route to provider then reseller for sequential signing.
  • Archive: Store completed PDF and audit trail in records system.

Key Timing Items to Include in the Agreement

Establish clear notice windows and performance timelines to reduce disputes over renewals, terminations, and SLA credits.

Effective Date & Term:

State start date and initial term length in months or years.

Renewal Notice:

Specify notice period (commonly 30–90 days) before renewal.

SLA Reporting:

Define reporting cadence and remediation windows for outages.

Termination Notice:

Set required advance notice for convenience termination.

Transition Period:

Duration and deliverables for offboarding or data return.

Common Legal Risks and Contractual Penalties

IP Misuse: Loss exposure
Breach Fees: Contractual liquidated damages
Data Breach: Regulatory fines
Termination Costs: Early termination liability
Indemnity Claims: Defense and indemnification exposure
Tax Exposure: Withholding or sales tax liabilities

Common Mistakes to Avoid When Preparing the Agreement

  • Using informal or abbreviated legal names for parties, which can invalidate enforcement or create tax reporting errors and complicate collections.
  • Failing to limit the branding license scope, resulting in uncontrolled downstream use of provider marks or confusion about ownership.
  • Omitting measurable SLAs and remedies, which creates disputes over performance and unclear credit or termination triggers.
  • Neglecting data handling and compliance specifics for regulated industries, risking HIPAA, FERPA, or other regulatory violations.

Security and Compliance Data Points for Execution and Storage

In Transit: TLS 1.2/1.3
At Rest: AES-256 encryption
Certifications: SOC 2 Type II
Healthcare: HIPAA (BAA required)
Regulatory: 21 CFR Part 11 support
Privacy: GDPR and CCPA compliance

Comparing eSignature Pricing and Features Relevant to White Label Agreements

Vendor pricing and feature availability affect cost and capabilities for executing and managing white label agreements; signNow appears first for direct feature comparison.

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 No Yes, limited Yes, limited
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
Envelope Cap No cap 100 envelopes/user/year Varies Varies Varies

Real-World Examples of White Label Agreements in Use

These brief examples show how organizations adapt white label arrangements for specific operational goals and compliance needs.

Optica Ventures — Channel Expansion

Optica standardized a reseller template to simplify onboarding and reduce negotiation time.

  • The template included fixed SLAs and branded asset controls.
  • As COO Brian Fitzgibbons reported, that clarity made it easier for partners to sell consistently while preserving provider IP and support obligations across multiple deals.

Fertility Centers of Illinois — Compliance Focus

The clinic used a white label partner to deliver patient-facing intake technology.

  • The agreement added HIPAA BAAs and data segregation clauses.
  • Founder John Butler noted that defining data roles and retention up front preserved patient privacy and streamlined audits while allowing the clinic to offer a nondisruptive branded experience.

Practical Tips to Draft Clear, Enforceable White Label Agreements

Apply these drafting practices to reduce ambiguity, speed negotiations, and limit downstream disputes.

Use Defined Terms Consistently
Define key terms once and use them across the agreement to avoid interpretation disputes; maintain a glossary for technical or branded items.
Make SLAs Measurable
Quantify uptime, response, and cure periods and specify how credits or remedies are calculated and applied to invoices.
Limit Branding Rights
Grant narrow, revocable branding licenses with approval rights and quality control provisions to preserve the provider’s reputation.
Plan for Offboarding
Include specific migration assistance, data return, and wound-down obligations to ensure continuity for end customers on termination.

Frequently Asked Questions About White Label Service Agreements

Answers to common execution, enforceability, and operational questions for U.S. parties using electronic signing and digital workflows.


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