Reseller Agreement

A reseller agreement authorizes a business to market and resell another company’s products or services and defines ordering, discounts, customer terms, brand use, support, reporting, and renewal rights.

A useful document turns the parties' actual arrangement into measurable duties, approvals, timing, remedies, and a reliable execution record. Its terms should be reconciled to the transaction rather than copied from an unrelated form.

• A software provider offers partner discounts for resale to end customers
• A business bundles a third-party product with its own services
• A vendor creates authorized tiers with training, lead, or certification benefits

The document name alone does not determine the right structure. Consider a different instrument or qualified legal review when any of these conditions applies:

• Do not use it where the partner only introduces leads and never purchases or contracts for the offering.
• Do not promise customer usage rights that exceed the provider’s end-user license or service terms.

Record exact facts before clauses are written. Names, authority, dates, amounts, defined terms, dependencies, and incorporated materials should be verifiable and consistent.

• Provider, reseller, territory, channels, customer segments, and partner tier
• Offerings, price list, discounts, quoting, ordering, billing, tax, and renewal process
• Customer contracting, licenses, support levels, warranties, and escalation
• Brand rules, marketing claims, reporting, audits, data access, and termination transition

These decisions shape the allocation of responsibility and should not be left for boilerplate to decide:

• Who signs and bills the end customer
• Whether the reseller may set price or bundle services
• Who provides first-line support and handles refunds
• What happens to customer subscriptions and renewals after termination

• Appointment, channel, territory, and nonexclusive status
• Discounts, orders, billing, taxes, and renewals
• End-customer terms, provisioning, support, and warranty roles
• Brand license, marketing conduct, compliance, and data handling
• Performance, audit, suspension, termination, and customer transition

Every provision should use the same parties, dates, standards, defined terms, and document hierarchy. A clause that is reasonable by itself can still create a conflict when it is not reconciled with payment, default, termination, or another exhibit.

1. 01Describe the intended result and the relationship in plain language.
2. 02Confirm parties, authority, governing jurisdiction, dates, money, property, services, and approvals.
3. 03Resolve the key decisions and identify every schedule, exhibit, disclosure, consent, or filing.
4. 04Draft the provisions as one consistent system, then review the complete execution set before signature.

Unauthorized promises, customer confusion, sanctions or export breaches, discount leakage, and unclear support ownership can damage the channel. Competition and franchise issues may arise from actual control and economics.

The main agreement may establish the framework while schedules, exhibits, disclosures, consents, or operational records supply transaction-specific details.

• Offering and discount schedule
• Partner brand and sales guide
• Customer terms and support responsibility matrix

Each incorporated document should be identified precisely, use the same names and effective date, and follow a stated order of precedence if terms conflict.

Provision partner access only after certification and signature, publish one controlling price and product schedule, align order systems with approved territories, and document the customer handoff process.

• Confirm legal names, roles, capacity, addresses, and signing authority
• Reconcile dates, amounts, definitions, cross-references, schedules, and exhibits
• Confirm that duties, deadlines, approvals, acceptance standards, and payment triggers are measurable
• Check that default, termination, remedies, and surviving obligations work together
• Complete jurisdiction-specific forms, notices, witnesses, notarization, filings, or professional review when applicable
• Deliver and preserve the complete signed package with its incorporated documents

These sources provide federal, state-resource, regulatory, or institutional context. They do not replace checking the law and required forms applicable to the parties, transaction, and governing jurisdiction.

1. Source 1

   Guide to Antitrust Laws

   Federal Trade Commission. Federal competition-law overview for business relationships.

2. Source 2

   Uniform Commercial Code

   Uniform Law Commission. Model state commercial law, including sales of goods under Article 2.

3. Source 3

   Export Administration Regulations

   Bureau of Industry and Security. Official U.S. export-control regulations and guidance.

4. Source 4

   Contract

   Cornell Legal Information Institute. General U.S. contract formation, interpretation, breach, and remedy concepts.