Reseller Agreement Template

In plain language: Identifies the Vendor and Reseller as legal entities and states when the agreement begins.

Common mistake: Using a brand name or DBA instead of the registered legal entity. The agreement may be unenforceable against the wrong party.

In plain language: Grants the Reseller the right to sell, defines where, and states whether anyone else can sell there.

Common mistake: Granting exclusivity without a performance condition — you can be locked into a non-performing partner with no path to appoint a better one.

In plain language: Sets the Reseller's discount off MSRP (their margin), payment terms, and currency.

Common mistake: Mandating end-customer prices. Resale price maintenance is illegal or restricted in most major jurisdictions — use 'suggested' prices.

In plain language: Sets the minimum revenue or unit volume the Reseller must achieve to keep its rights.

Common mistake: No targets at all, or targets with no consequences. Both render exclusivity meaningless.

In plain language: Defines how the Reseller may use the Vendor's logos and trademarks, and confirms the Vendor keeps all IP.

Common mistake: Granting trademark rights without a quality-control or pre-approval clause. A weak partner using your brand can damage it.

In plain language: Sets how long the agreement runs, how it renews, and the conditions for ending it early.

Common mistake: Indefinite term with no termination-for-convenience right. You may want out long before an actual breach occurs.

In plain language: Defines what happens after the agreement ends — to inventory, customers, materials, and trademark use.

Common mistake: Not addressing existing customer contracts — end customers shouldn't lose support because the channel relationship ended.

In plain language: Specifies which jurisdiction's laws apply and how disputes are resolved.

Common mistake: Choosing a neutral jurisdiction neither party operates in, then discovering enforcement abroad is impractical.

A Reseller Agreement is a legal contract that authorizes one company (the Reseller) to sell another company's (the Vendor's) products or services to end customers. It defines territory, pricing, margins, branding rights, performance targets, and termination conditions.

A reseller takes orders and arranges delivery without holding inventory, while a distributor buys product in bulk, stocks it, and resells at their own risk. Distributors usually have larger territories and higher margins to offset inventory cost; resellers are common in SaaS and services where there is no physical inventory.

Non-exclusive is the safer default — you keep the right to sign other partners and sell directly. Grant exclusivity only when the partner commits to a meaningful performance target and you have a clear mechanism to downgrade them if they miss it.

It varies by industry. Common ranges: SaaS 15–30% off list, traditional software 20–40%, hardware distributors 20–40%, and white-label or value-added resellers 30–50%+. Margins are higher when the partner takes on implementation, support, or inventory risk.

Only if the contract gives you that right. Most agreements allow termination for material breach after a 30-day cure period, and termination for convenience with 60–90 days' notice. Without a termination-for-convenience clause, you may be locked in until the end of the term unless the other party breaches.

Address this explicitly in the agreement. By default, the reseller owns the commercial relationship. Vendors who want long-term visibility should require monthly customer-list reporting, retain the right to contact customers for support and renewals, and define what happens to those customers if the relationship ends.

A reseller takes the order, invoices the customer, and earns a margin. A referral partner introduces leads and earns a commission, but the Vendor handles the sale, contract, and invoicing. Reseller relationships involve more responsibility and more control over local pricing and packaging.

For straightforward domestic relationships, a high-quality template is usually sufficient. Engage a lawyer when the deal involves exclusive territories, regulated products, cross-border arrangements, white labeling, or material revenue. A 1–2 hour template review by counsel typically costs $300–$700 and is worth it for material relationships.

Initial terms of 1 to 3 years are standard. One year is appropriate for testing a new partner; two years balances stability with flexibility; three years suits proven partners or relationships requiring significant upfront investment by the reseller. Use auto-renewal with a 60–90 day non-renewal window.

The agreement should specify this. Common approaches: the Reseller honors existing contracts through their natural term; the Vendor takes over the contracts directly; or the Vendor appoints a replacement partner to assume them. Whichever path, the customers themselves should not lose service.