[{"data":1,"prerenderedAt":530},["ShallowReactive",2],{"document-saas-reseller-agreement-D12728":3},{"document":4,"label":21,"preview":11,"thumb":22,"thumb600":23,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":24,"breadcrumb":28,"related":34,"customDescModule":171,"customdescription":6,"mdFm":172,"mdProseHtml":529},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":16,"keywords":15},"SAAS RESELLER AGREEMENT This SaaS Reseller Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RESELLER NAME] (the \"Reseller\" or \"SaaS Reseller\"),), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] APPOINTMENT Appointment Company appoints SaaS Reseller and Reseller accepts appointment as an independent non-exclusive Reseller to market, sell, and install Company Software Service(s) (\"Products\") within the Territory stated in Exhibit A to consumers purchasing pursuant to [SPECIFY]. SaaS Reseller is not appointed as a dealer for Company's [SPECIFY] Schedule. Software Service(s) Covered Company Software Service(s) means the Cloud based Software Service(s) agreed to between the parties from time to time with any exclusions, additions or discounts Company may make. Sub-Resellers SaaS Reseller shall not, without Company's prior written approval, appoint sub-resellers, resellers or agents (\"Sub-resellers\") to market, sell, or lease Company Software Service(s); provided that Company shall not withhold such consent unreasonably if Reseller provides evidence of Company approved training and certification of such reseller or agent. SaaS Reseller shall be liable for the acts and omissions of any such Sub-resellers. Should Reseller resell Software Service(s) to any Sub-reseller, and Software Service(s) are further resold, the final end-user may not receive the Company warranty or technical support. Sales Outside Territory SaaS Reseller shall in no way market, distribute, export, sell, lease or install Company Software Service(s) outside the Territory without Company's prior written approval. Company will not ship on any Purchase Orders (\"P.O.S\") issued by Reseller outside the Territory. Company Sales Activities Company reserves the right to make direct sales into the Territory, and Reseller shall not be entitled to any compensation on any such sales. Company may appoint additional Resellers in the Territory at any time. OBLIGATIONS OF SaaS RESELLER Marketing and Software Service Support SaaS Reseller shall use reasonable efforts to market and sell Company Software Service(s) in the Territory and shall comply with the policies, programs, and requirements regarding marketing and Software Service support as may be communicated by Company to Reseller from time to time; provided, however, that in order to avoid conflict among Company's distribution channels, all such marketing and sales efforts require the prior written authorization from Company. SaaS Reseller shall not, without prior written authorization from Company, resell Company Software Service(s) in a retail environment that includes any type of store, shop, or other similar physical premises into which customers or potential customers are invited for the purpose of purchasing or potentially purchasing any Software Service(s) from Reseller. Advertising SaaS Reseller shall adhere to the reseller advertising policies and programs as may be communicated by Company to Reseller from time to time. Observance of Company Policies Company will keep SaaS Reseller informed of Company's customer support policies and procedures, and Reseller agrees to follow such policies and procedures to resolve any customer support issues. Minimum Order Commitment Concurrent with execution of this Agreement, SaaS Reseller agrees to simultaneously purchase from Company the Software Service(s) set forth on the attached Schedule D at the indicated prices for resale pursuant to the terms of this Agreement (the \"Initial Purchase\"). Security Interest SaaS Reseller agrees that all Software Services sold to Reseller hereunder shall be secured by a security interest in such Software Services and any proceeds thereof and in any receivables related thereto including any customer loan paper until Company shall have been paid for such Services. Reseller agrees to execute financing agreements, a security agreement, and such other documentation and take such other actions as Company may require to evidence and perfect such security interest. Exclusive Marketing Arrangement During the term of this Agreement, Company will be the exclusive provider of [SPECIFY] to Reseller. SaaS reseller will not sell, offer for sale or solicit sales for Software Services of any manufacturer other than Company. For the term of this Agreement, Company will be the sole supplier to Reseller for internal [SPECIFY] requirements provided that Company personal computers shall be compatible with Reseller's existing infrastructure, suitable for Reseller's internal needs, and competitively priced. OBLIGATIONS OF COMPANY Marketing Assistance Company will provide marketing support services and training programs to Reseller on a case-by-case basis. ORDERING AND DELIVERY OF COMPANY SOFTWARE SERVICE Purchasing This Agreement with its terms and conditions, and those provided under the Company Consumer Products Limited Warranty (available upon request) applies to all purchase orders and other documents of purchase (\"Orders\") which Reseller may place with Company for the Software Service(s) during the term of this Agreement. Media for Orders SaaS Reseller may order from Company by telephone, facsimile, mail or electronic mail. Company will also provide Reseller with the capacity to enter Orders directly into Company's system. Acceptance by Company of the Order shall occur (a) when the Order is entered into Company's system, (b) when an Order number is provided to Reseller by facsimile or electronic mail, if requested by Reseller, or (c) when assembly of the Software Service(s) commences, whichever occurs first. Orders SaaS Reseller may deliver a P.O. to Company by facsimile or electronic mail provided a signed original is delivered to Company within [NUMBER] days of receipt of the P.O. by Company. Company shall accept all POs by (a) facsimile or electronic mail, with a signed original notice of acknowledgment or (b) by commencement of performance by Company. Each P.O. shall be deemed an offer by Reseller to purchase the Company Software Service listed therein and when accepted by Company shall constitute a contract in accordance with the terms and conditions of the P.O. and this Agreement. If a conflict arises between the two, this Agreement shall take precedence. P.O.s submitted by SaaS Reseller pursuant to this Agreement shall include the type of Software Service(s) ordered, Service descriptions, Software Service specifications, delivery and invoice information (if allowed by Company), Reseller's order number, and the Agreement number. Company shall not be obligated to accept any order from Reseller in an amount less than [AMOUNT]. Company will endeavor to fill all orders from Reseller insofar as it is practicable and consistent with Company's schedules to do so, provided that in the event of its failure to fill the order, Company shall not be to any extent liable or responsible. Changes to Orders No terms of any purchase orders (whether printed, stamped, typed, written, or sent by any electronic means), except those specifying the type of Software Service(s) ordered, and invoice information, shall be binding either on Company or Reseller if they contravene any term or condition of this Agreement, unless specifically accepted or approved in writing and signed by an appropriate senior manager or executive of Reseller and Company. A general or form acknowledgment of any such order or any communication with respect to such an order, shall in no case be construed as an acceptance or approval of the type required by this paragraph.",null,"SAAS Reseller Agreement","18",513,"doc","https://templates.business-in-a-box.com/imgs/1000px/saas-reseller-agreement-D12728.png","https://templates.business-in-a-box.com/imgs/250px/12728.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12728.xml",{"title":15,"description":6},"saas reseller agreement",[17,20],{"label":18,"url":19},"Legal Agreements","/templates/business-legal-agreements/",{"label":18,"url":19},"SAAS Reseller Agreement Template","https://templates.business-in-a-box.com/imgs/400px/12728.png","https://templates.business-in-a-box.com/imgs/600px/12728.png",[25,17,20],{"label":26,"url":27},"Templates","/templates/",[29,30,31],{"label":26,"url":27},{"label":18,"url":19},{"label":32,"url":33},"Distribution & Channel","/templates/distribution-and-channel/",[35,39,43,47,51,55,59,63,67,71,75,79,83,99,111,128,142,156],{"label":36,"url":37,"thumb":38,"extension":10},"Reseller Agreement","/template/reseller-agreement-D5202","https://templates.business-in-a-box.com/imgs/250px/5202.png",{"label":40,"url":41,"thumb":42,"extension":10},"SaaS Service Level Agreement","/template/saas-service-level-agreement-D12859","https://templates.business-in-a-box.com/imgs/250px/12859.png",{"label":44,"url":45,"thumb":46,"extension":10},"SaaS Agreement","/template/saas-agreement-D12704","https://templates.business-in-a-box.com/imgs/250px/12704.png",{"label":48,"url":49,"thumb":50,"extension":10},"SaaS License Agreement","/template/saas-license-agreement-D12858","https://templates.business-in-a-box.com/imgs/250px/12858.png",{"label":52,"url":53,"thumb":54,"extension":10},"SaaS Software License Agreement","/template/saas-software-license-agreement-D12860","https://templates.business-in-a-box.com/imgs/250px/12860.png",{"label":56,"url":57,"thumb":58,"extension":10},"White Label SaaS Agreement","/template/white-label-saas-agreement-D12865","https://templates.business-in-a-box.com/imgs/250px/12865.png",{"label":60,"url":61,"thumb":62,"extension":10},"SaaS End User License Agreement","/template/saas-end-user-license-agreement-D12857","https://templates.business-in-a-box.com/imgs/250px/12857.png",{"label":64,"url":65,"thumb":66,"extension":10},"Software Distribution Agreement","/template/software-distribution-agreement-D804","https://templates.business-in-a-box.com/imgs/250px/804.png",{"label":68,"url":69,"thumb":70,"extension":10},"Distribution Agreement Software and Multimedia","/template/distribution-agreement-software-and-multimedia-D790","https://templates.business-in-a-box.com/imgs/250px/790.png",{"label":72,"url":73,"thumb":74,"extension":10},"Exclusive Software Distribution Agreement","/template/exclusive-software-distribution-agreement-D5179","https://templates.business-in-a-box.com/imgs/250px/5179.png",{"label":76,"url":77,"thumb":78,"extension":10},"Software Distribution Agreement  Long Form","/template/software-distribution-agreement-long-form-D803","https://templates.business-in-a-box.com/imgs/250px/803.png",{"label":80,"url":81,"thumb":82,"extension":10},"Customer Service Agreement","/template/customer-service-agreement-D13827","https://templates.business-in-a-box.com/imgs/250px/13827.png",{"description":84,"descriptionCustom":6,"label":85,"pages":86,"size":9,"extension":10,"preview":87,"thumb":88,"svgFrame":89,"seoMetadata":90,"parents":92,"keywords":91,"url":98},"REFERRAL AGREEMENT This Referral Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], [COUNTRY], with its head office located at: [COMPLETE ADDRESS] AND: [NAME OF REFERRER] (the \"Referrer\"), an individual with their main address located at: [YOUR COMPLETE ADDRESS] Collectively, the Company and the Referrer shall be referred to as the \"Parties.\" WHEREAS, the Company is engaged in the business of [SPECIFY THE BUSINESS] (the \"Services\"); and WHEREAS, the Referrer desires to refer potential clients (\"Referrals\") of the Services to the Company in exchange for a commission on any revenue generated by the Company as a result of such Introductions; NOW, THEREFORE, the Parties agree as follows: REFERRALS During the Term, the Referrer will make Introductions (as defined in Exhibit A) of the Company to potential clients for purposes of promoting the Services to such potential clients. The Referrer will use its professional judgment as to the appropriateness of a particular Introduction (recognizing that some Introductions may not be appropriate at a particular time or at any time). The Company will meet or conference and negotiate independently with a potential client after an Introduction with respect to a potential relationship and the terms applicable to such potential relationship. The Referrer may not object to any decisions made by the Company regarding the terms or conditions of a particular relationship entered into after an Introduction. Further, the Company will have sole discretion to enter into or not enter into an arrangement with a potential client. COMMISSION During the Term, the Company will pay the Referrer a commission (the \"Compensation\") on \"Collection Service Revenue\" generated because of Introductions by the Referrer in accordance with Exhibit A. The Compensation shall be considered complete consideration for all Referrals made during the Term. The Referrer shall be responsible for any and all income and other taxes applicable to it in connection with its receipt of Compensation pursuant hereto and as an independent contractor of the Company. The Company will not be responsible for any expenses of the Referrer in the course of the performance of its obligations hereunder unless such expenses have been previously approved in writing by the Company. TERM AND TERMINATION The Term (the \"Initial Term\") of this Agreement shall commence on the Effective Date and shall continue for a period of [NUMBER OF MONTHS] months. Prior to the end of the Initial Term and each \"Renewal Term\" (as hereafter defined), this Agreement will automatically extend for an additional [NUMBER OF MONTHS] month period (each, a \"Renewal Term\") unless either Party sends the other Party a notice of non-renewal at least [NUMBER OF DAYS] days prior to the expiration of the \"Term\" (as hereafter defined). The Initial Term and any Renewal Terms shall be collectively referred to herein as the \"Term.\" This Agreement may be terminated by either party upon [NUMBER OF DAYS] days' prior written notice. The following provisions shall survive the Termination Date: Representations and Warranties, Indemnification, Limitation of Liability, Confidentiality, Non-Competition and Non-Solicitation. INDEPENDENT CONTRACTOR RELATIONSHIP No Employment Relationship. The Company and the Referrer each expressly agree and understand that they are creating an independent contractor relationship, and that the Referrer shall not be considered an employee of the Company for any purpose. The Referrer is not entitled to receive or participate in any medical, retirement, vacation, paid or unpaid leave, or other benefits provided by the Company to its employees. The Referrer is exclusively responsible for all taxes and any other statutory benefits otherwise required to be provided to employees, and all fees and licenses, if any, required for the performance of the Services hereunder. No Exclusivity of Services Other Than to Competitors. This Agreement shall not restrict the Referrer from performing Services for other clients or businesses, provided, however, that during the Term of this Agreement, the Referrer shall not apply, bid, or contract for, or undertake any employment, independent contractor work or consulting work with any competitor of the Company. The determination of which businesses constitute \"competitors\" of the Company shall be solely within the exclusive discretion of the Company. Performance of Services for Competitors. The Referrer will notify the Company immediately if, during the Term, he engages, or proposes to engage, in the performance of Services for any competitor of the Company, or any vendor to or customer of the Company. If the Referrer performs Services, whether as an employee or an independent contractor, for a competitor of the Company during the Term of this Agreement, the Company may terminate this Agreement immediately and without further obligation. Additionally, to avoid the appearance or existence of a conflict of interest, during the Term, the Referrer must fully disclose in advance to the Company the terms of any proposed or actual Services for a vendor or customer of the Company, and the Company shall have the right in its sole discretion to disapprove the transaction on conflict of interest grounds, or alternatively, to terminate this Agreement immediately and without further obligation to the Referrer. REPRESENTATIONS AND WARRANTIES Each of the Referrer and the Company represents and warrants that: it has the right to enter into this Agreement and the right to grant the rights granted herein; it is not a party to any agreement, contract, or understanding that would prevent, limit or hinder its performance of this Agreement; during the Term, it will not enter into any contract, agreement or understanding which is in conflict or which would interfere with the full and complete performance of any of the duties or grants hereunder; and it is not a party to any pending claims or litigation which might affect its performance of this Agreement. The Referrer shall provide the Referrer Services diligently and as per industry standards. The Referrer shall not provide misleading information about the Company or its Services to any third party. The Referrer shall for the Term of the Agreement work exclusively with the Company and not work with any other similar and competing company, whether paid or free, to provide the Services. The Referrer shall conduct itself in a professional manner while performing the Referrer Services for the Company. The Referrer hereby represents and warrants that, as of the date hereof and continuing throughout the Term of this Agreement, they are not and will not be in any way restricted or prohibited, contractually or otherwise, from entering into this Agreement or performing the Referrer Services contemplated hereunder. Except as specifically set forth in this Agreement, to the maximum extent permitted by law, each Party disclaims all warranties and representations, whether express, implied, or statutory, with respect to the marketing services provided to the other Party and other obligations undertaken hereunder, including without limitation, the implied warranties of merchantability, fitness for a particular purpose (even if the Referrer has been informed of such purpose), or warranties arising from a course of dealing, usage or trade practice","Referral Agreement","7","https://templates.business-in-a-box.com/imgs/1000px/referral-agreement-D13279.png","https://templates.business-in-a-box.com/imgs/250px/13279.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13279.xml",{"title":91,"description":6},"referral agreement",[93,95],{"label":18,"url":94},"business-legal-agreements",{"label":96,"url":97},"Partnership Agreements","partnership-agreement","/template/referral-agreement-D13279",{"description":100,"descriptionCustom":6,"label":101,"pages":86,"size":9,"extension":10,"preview":102,"thumb":103,"svgFrame":104,"seoMetadata":105,"parents":107,"keywords":106,"url":110},"AFFILIATE PURCHASE AGREEMENT This Affiliate Purchase Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [COMPANY] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE] with its head office located at: [YOUR COMPLETE ADDRESS] AND: [SECOND PARTY NAME] (the \"Affiliate \"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Company wishes to establish a customer oriented sales, service network of Affiliates WHEREAS the Affiliate shall market the products and services of the Company to various customers and accordingly receive commission whenever the referred customer of the Affiliate purchases the products and services of the Company; WHEREAS the Parties wish to evidence their contract in writing; NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS: DEFINITIONS \"Customer\" means one who buys goods and/or services. \"Affiliate\" means any legal entity, or an individual approved to participate in Company's Affiliate Program. \"Confidentiality\" means, any and all confidential business information concerning either part that is disclosed to the other party in connection with this Agreement, including all confidential information disclosed to Affiliate and including the terms of this Agreement. PURPOSE AND FORMATION OF AFFILIATE PURCHASE AGREEMENT The purpose of this agreement is to establish a non-exclusive relationship between the Company and Affiliate where the Affiliate shall promote certain goods and services of the Company to the customers and the Affiliate shall receive commission whenever a sale of the products or services of the Company is made through the Affiliate link. PROMOTION OF AFFILIATE RELATIONSHIP Affiliate's participation in the Affiliate Program allows the Company to make a variety of graphic and textual links available to Affiliate. The Links will serve to identify Affiliate's website as a member of the Affiliate Program and will establish a link from its website or e-mail to Company's website. Unless expressly permitted by Company the Links are to be used on its website and it shall not distribute the Links to third parties to be posted on websites that it does not own. The Affiliate agrees to cooperate fully with Company to establish and maintain such Links. Affiliate further agrees that its use of the Links must be in compliance with this Agreement at all times. DATA SECURITY 4.1 Affiliate shall comply with all applicable data protection laws regarding the transmission of data exported to or from the United States or the country in which Affiliate resides, including without limitation, the General Data Protection Regulation 2016/679 of European Parliament and of the Council of 27 April 2016 (the \"GDPR\"). Affiliate, as a controller under the GDPR, shall also implement appropriate technical measures to ensure a level of security appropriate to the risk, considering the nature, scope, context, and purpose of processing any personal data. Affiliate agrees to promptly assist Company in complying with any data subject rights request under the GDPR that Company may receive from any individuals referred to Company by Affiliate. Affiliate further agrees to promptly assist Company in complying with any duties to cooperate with supervisory authorities under the GDPR. COMMISSIONS 5.1 The Affiliate shall be entitled to a commission of [COMMISSION PERCENTAGE] % for each Qualified Purchase by the Customer referred by the Affiliate. The Company shall pay the commission of the Affiliate at the end of each month for the qualified Purchases for that month. TERM, TERMINATION AND BREACH OF THIS AGREEMENT This agreement, shall expire [NUMER OF YEARS] years from the date of this agreement with year-to-year options thereafter unless terminated earlier by one of the following events: Written agreement by the Parties to terminate this agreement, or If any team member petitions for bankruptcy or reorganization under bankruptcy laws, or makes an assignment of the benefit of creditors, or The Government's debarment or suspension of any team member which would preclude any team member's participation in contracts with the Government, or By written notification by either party. If any Party breaches or defaults any of the provisions of this Agreement, the other Parties may provide written notice of such breach in accordance with the NOTICES provision of this agreement. If said Party does not cure its performance within 15 days from the date it receives notice, then any time after the expiration of such cure period, the non-breaching Party may give written notice to the other(s) of its election to terminate this Agreement. Should there be any dispute arising under or related to this Agreement, such dispute may be resolved as provided under provisions of the Alternate Disputes Resolution process as defined by this Agreement. In the event that this Agreement is terminated, any contracts or subcontracts resulting from efforts under this Agreement shall remain in effect, subject to the terms and conditions therein. OWNERSHIP OF TECHNOLOGY/RIGHTS IN INVENTION PATENTS, COPYRIGHTS AND TRADE SECRETS AND OTHER INTELLECTUAL PROPERTY A Party shall own rights to any technology it independently develops or has already developed. Each Party shall mark all independently owned proprietary materials with designation of \"proprietary\" prior to the release to either Party. CONFIDENTIALITY AND NON-DISCLOSURE Non-Disclosure 8.1.1 Without the other Parties' prior, written consent, no Party shall directly or indirectly, disclose, make available, or communicate to anyone or any entity, other than its own employees, agents, and representatives, all or any part of any proprietary information shared by the other Party with it during the course of this Agreement, except as may be required by court order or overriding federal law. Each Party acknowledges and agrees, that the other Parties have valuable, proprietary rights in their information and agrees to keep the other Parties' information strictly confidential and only disclose it to those of its employees, agents, or representatives who have a need to know. Before disclosure, each Party shall advise any such employees, agent, or representative to whom such disclosure is made of this Agreement and require any such employee, agent, or representative to agree to abide by the terms of this Agreement and keep all disclosed information confidential. This covenant of confidentiality and non-disclosure shall apply to written materials and information, and to information imparted verbally. Return of Written Materials 8.2.1 The Parties acknowledge that any such information will be shared for the sole purpose of determining if there is a basis for agreement between the Parties. Neither Party is hereby granting the other any right or license with respect to any shared information. If the Parties fail to reach agreement, each Party shall return to the other any written materials or information given to it (and copies made by it) or affix in writing that such materials or information has been destroyed. If agreement is not reached, any Party shall not use in any way for its benefit or any other person's or entity's benefit any such information or materials shared with it without the other Parties' written consent. Term 8.3.1 The non-disclosure terms to this Agreement shall be in effect for a period of five years from its date of execution with year-to-year options, if exercised, or three years from termination of this Affiliate Purchase agreement, whichever is longer. WARRANTIES Each of the Parties agrees to perform their responsibilities under this Agreement and any contract resulting from Business Initiatives consistent with good commercial practices","Affiliate Purchase Agreement","https://templates.business-in-a-box.com/imgs/1000px/affiliate-purchase-agreement-D12818.png","https://templates.business-in-a-box.com/imgs/250px/12818.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12818.xml",{"title":106,"description":6},"affiliate purchase agreement",[108,109],{"label":18,"url":94},{"label":18,"url":94},"/template/affiliate-purchase-agreement-D12818",{"description":112,"descriptionCustom":6,"label":113,"pages":114,"size":9,"extension":10,"preview":115,"thumb":116,"svgFrame":117,"seoMetadata":118,"parents":120,"keywords":119,"url":127},"EXCLUSIVE DISTRIBUTION AGREEMENT This Exclusive Distribution Agreement (the\" Agreement\"), is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Company\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [DISTRIBUTOR NAME] (the \"Distributor\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Company wishes to market the Products described in Schedule A (the \"Products\") through the Distributor, it is agreed as follows: DEFINITIONS 1.1 When used in this Agreement, the following terms shall have the respective meanings indicated, such meanings to be applicable to both the singular and plural forms of the terms defined: 1.2 \"Agreement\" means this agreement, the Schedules attached hereto, and any documents included by reference, as each may be amended from time to time in accordance with the terms of this Agreement. 1.3 \"Accessories\" means the accessories described in Exhibit A attached hereto, and includes any special devices manufactured by Company and used in connection with the operation of the Goods. Accessories may be deleted from or added to Exhibit A and their specifications and design may be changed by Company at its sole discretion at any time by mailing written notice of such changes to Distributor. Each change shall become effective [NUMBER] days following the date notice thereof is sent to Distributor. 1.4 \"Affiliate means\" any company controlled by, controlling, or under common control with the Company. Affiliate means any person, corporation or other entity: which owns, now or hereafter, directly or indirectly, twenty-five percent (25%) or more of any class of the voting stock of Company or is, now or hereafter, directly or indirectly, in effective control of Company; or twenty-five percent (25%) or more of any class of the voting stock of which Company, owns, now or hereafter, directly or indirectly, or of which the Company, or a party is, now or hereafter, directly or indirectly, in control. 1.5 \"Customer\" means any person who purchases or leases Products from Distributor. 1.6 \"Delivery Point\" means Company's facilities at [FULL ADDRESS]. 1.7 \"Exhibit\" means an exhibit attached to this agreement. 1.8 \"Goods\" means those items sold, as described below. \"Products\" means Goods, Accessories, and Spare Parts. 1.10 \"Spare Parts means\": (i) all parts and components of the Goods; (ii) any special devices used in connection with the maintenance or servicing of the Goods. 1.11 \"Specifications\" means those specifications set forth below. 1.12 \"Territory\" means the following geographic area or areas: [SPECIFY]. During the term of this Agreement, Distributor shall have the first right of refusal at its option to expand the Territory in order to distribute the Products on an exclusive basis in [COUNTRIES]. Company shall give Distributor written notice and the terms under which it intends to permit distribution, or the terms of any offer or request from a third party for rights to distribute, any of the Products in any country not then included in the Territory. Distributor shall accept or reject such offer in writing within [NUMBER] days after receipt thereof, and, if Distributor accepts such offer, the Territory shall be appropriately expanded. 1.13 \"Trademark\" means any trademark, logo, service mark or other commercial designation, whether or not registered, used to represent or describe the Products of the Company. APPOINTMENT OF DISTRIBUTOR 2.1 Company hereby appoints Distributor as Company's exclusive distributor of Products in the Territory, and Distributor accepts that position. Company, to the extent that it is legally Permitted to do so, (i) shall not appoint any distributor or agent in the Territory for the Products other than Distributor, (ii) shall not, and shall cause any Affiliate not to, knowingly sell Products to any person other than Distributor or a party designated by Distributor for use or resale within the Territory (except pursuant to any agreement effective at the time this Agreement became applicable to the service so provided), and (iii) shall use its best efforts to prevent any party other than Distributor from seeking customers for the Products in the Territory, from establishing any branch related to the distribution of Products in the Territory, or from maintaining any distribution depot with respect to the Products in the Territory. If Company, or any Affiliate, sells any Product which is eventually resold in the Territory (other than a sale to Distributor or a party designated by Distributor) and Company, or that Affiliate, had reason to know at the time of its sale of that Product that such resale was likely to occur, Company shall, immediately after the trigger sale (which shall be the resale of the Product in the territory or the sale immediately preceding the use of the Product in the Territory) is contracted, pay to the Distributor [PERCENT] % of the price of that Product under this Agreement at the time that the trigger sale was contracted, which payment shall represent a recapture of certain advertising and capital expenditures made by Distributor. Nothing contained in this Section shall affect any other right or remedy which Distributor may have pursuant to this Agreement. Referrals 3.1 If Company or any Affiliate is contacted by any party inquiring about the purchase of Products in the Territory (other than Distributor or a party designated by Distributor), Company shall, or shall cause that Affiliate to, refer such party to Distributor for handling. Relationship of Parties Distributor is an independent contractor and is not the legal representative or agent of Company for any purpose and shall have no right or authority (except as expressly provided in this Agreement) to incur, assume or create in writing or otherwise, any warranty over any of Company's employees, all of whom are entirely under the control of Company, who shall be responsible for their acts and omissions. Distributor shall, at its own expense, during the term of this Agreement and any extension thereof, maintain full insurance under any Workmen's Compensation Laws effective in the state or other applicable jurisdiction covering all persons employed by and working for it in connection with the performance of this Agreement, and upon request shall furnish Company with satisfactory evidence of the maintenance of such insurance. Distributor accepts exclusive liability for all contributions and payroll taxes required under Federal Social Security Laws and State Unemployment Compensation Laws or other payments under any laws of similar character in any applicable jurisdiction as to all persons employed by and working for it. Nothing contained in this Agreement shall be deemed to create any partnership or joint venture relationship between the parties. Sale of Products by Distributor 5.1 Distributor agrees to exercise its best efforts to develop the largest possible market for the Products in the Territory and shall continuously offer, advertise, demonstrate and otherwise promote the sale of Products in the Territory. The parties have consulted together and now agree that if Distributor's best efforts are used as provided in this Section, a minimum of [SPECIFY] Products (\"Annual Market Potential\") will be purchased and distributed in the Territory during the first year of this Agreement. ","Exclusive Distribution Agreement","8","https://templates.business-in-a-box.com/imgs/1000px/exclusive-distribution-agreement-D1240.png","https://templates.business-in-a-box.com/imgs/250px/1240.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1240.xml",{"title":119,"description":6},"exclusive distribution agreement",[121,124],{"label":122,"url":123},"Sales & Marketing","sales-marketing",{"label":125,"url":126},"Marketing & Sales Contracts","marketing-sales-contracts","/template/exclusive-distribution-agreement-D1240",{"description":129,"descriptionCustom":6,"label":130,"pages":131,"size":132,"extension":10,"preview":133,"thumb":134,"svgFrame":135,"seoMetadata":136,"parents":137,"keywords":140,"url":141},"STRATEGIC ALLIANCE AND SUPPLY AGREEMENT This Confidential Instructions: Strategic Alliance and Supply Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"First Party\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Second Party\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] THIS AGREEMENT is made as of [DATE] (the \"Effective Date\"), by [YOUR COMPANY NAME], a [YOUR STATE/PROVINCE] corporation (\"First Party\"), and [COMPANY NAME], a [STATE/PROVINCE] corporation (\"Second Party\"), with reference to the following circumstances: The parties desire to provide for the supply by First Party of certain products to all the [SPECIFY] stores currently open and that will be opened by Second Party or any subsidiary or affiliate of Second Party during the term of this Agreement in the [COUNTRY] and the [COUNTRY] (collectively, the \"Stores\"). The Stores open on the Effective Date are listed by number on Schedule A to this Agreement. The First Party Distribution Centers (the \"Distribution Centers\") initially designated to service primarily each of the Stores are opposite the Store served by such Distribution Center listed on Schedule A. The objective of this Agreement is to create a strategic alliance between First Party and Second Party to merchandise, procure and distribute [SPECIFY] products in the most cost efficient manner. The parties desire to provide for the joint exploration, evaluation, and implementation of practices and procedures to reduce total supply chain costs and allow each party to equitably share the benefits of such practices and procedures. The parties agree as follows: PRODUCT PROCUREMENT AND PRICING Procurement Services Subject to the terms and conditions of this Agreement, the First Party will be the sole provider to the Stores of certain categories of warehouse delivered products listed on Schedule 1.1 (collectively, the \"Products\"), except for the following: (i) typical direct to Store shipments, (ii) all existing contractual arrangements of Second Party with [COMPANY NAME][COMPANY NAME] and [COMPANY NAME] (the \"Second Party Existing Arrangements\"), and other arrangements with third parties relating to the procurement and supply of Products (the \" Second Party Additional Arrangements\"), (iii) Products that First Party decides not to source or carry, (iv) local orders that First Party decides not to source or carry, (v) annually, a basket of up to [%] of annual purchases of Products under this Agreement for each year after the Transition Period, and with respect to the Transition Period, a reasonable estimate by the parties of [%] of purchases under this Agreement during the Transition Period, (vi) Products used or offered by Second Party in the restaurants in the Stores, and (vii) as contemplated by Section 1.5. Second Party will be permitted to procure large block buys of Products for the Stores and the Joint Venture Stores for the [DESCRIBE] which purchases shall count against the [%] basket contemplated in the immediately preceding sentence. Because the intent of the parties is to work together to further reduce the cost of goods, for so long as this Agreement remains in effect, First Party's central procurement organization will be in a position to negotiate the price of Products for the total volume of the Stores and the Joint Venture Stores. Subject to the terms and conditions of this Agreement, Second Party will carry First Party private label brands as the exclusive private label brand in the Stores for Product categories covered by this Agreement, to the extent consistent with Store format. First Party shall maintain and operate in accordance with prudent business practices its central procurement organization for procurement under this Agreement and shall procure and pay for all Products acquired to meet the anticipated needs of Second Party for the Stores. Such needs shall be estimated based upon (a) historic and forecasted Product turn information and (b) advance estimates of promotional volumes, as provided by Second Party to First Party from time to time during the term of this Agreement. The procurement services to be provided hereunder shall include purchasing (and paying for) Products procured hereunder, and owning the inventory of Products. With respect to consignment Products, the procurement services hereunder shall include the right of First Party to transfer title thereto to Second Party. Future Procurement; Fuel Within [NUMBER] days after the Effective Date, the parties shall conduct good faith negotiations to expand the categories of Products covered by this Agreement to include [DESCRIBE] (\"[SPECIFY BRAND NAME]\"), and general merchandise (\"GMD\") described on Schedule 1.2A (collectively, the \"Additional Products\"). The parties shall also conduct good faith negotiations with respect to the potential expansion of the categories of Products covered by this Agreement to cover Store supplies within [NUMBER] days following the Effective Date. First Party shall cause its wholly owned subsidiary, [SPECIFY] (\"[SPECIFY NAME]\") to enter into a Supply Agreement for the sale of fuel and other services to Second Party owned or operated fuel centers in accordance with terms set forth on Schedule 1.2B and such other terms as are usual and customary for fuel supply agreements of this nature within [NUMBER] days after the Effective Date. First Party shall guarantee [SPECIFY]'s performance of its obligations under such Supply Agreement. If First Party fails to cause [SPECIFY] to enter into a Supply Agreement upon the terms set forth herein within the [NUMBER] day period following the Effective Date, then, at Second Party's option, the provisions of Schedule 1.2B shall constitute a binding agreement between Second Party and First Party, whereby First Party shall have all the rights, duties and obligations of [SPECIFY] pursuant to the terms of Schedule 1.2B; provided, however, that in addition to the foregoing, Second Party shall be entitled to be indemnified and held harmless by First Party on terms usual and customary for fuel supply agreements. (CONFIDENTIAL).- The parties acknowledge that the realization of such benefits may require, among other things, implementing programs for the purchase of Additional Products for Second Party and the Joint Venture Stores, the First Party Stores and independent contractors serviced by First Party (any such programs, an \"Additional Program\"). The parties agree that if First Party unreasonably refuses to implement any Additional Program proposed by Second Party, First Party shall not be entitled to any adjustment of the Logistics Fee under this Section 1.2.2. (CONFIDENTIAL) Product Pricing First Party, with input, participation and strategic direction from Second Party, will have primary responsibility for the negotiation with vendors of Products with respect to the costs therefore to meet the anticipated needs of Second Party based upon historic and forecasted turn movement and Second Party provided advance estimates of promotional volumes. Second Party will be given reasonable notice of all major program negotiations with any vendors and will be permitted to participate in such negotiations. If Second Party so elects, it may provide input and strategic direction whether or not it actually participates in such negotiations. No pricing arrangement with respect to any major program with vendors for Products procured exclusively for Second Party or the Joint Venture Stores shall apply to the procurement of Products hereunder unless Second Party expressly agrees thereto","Strategic Alliance and Supply Agreement","38",235,"https://templates.business-in-a-box.com/imgs/1000px/strategic-alliance-and-supply-agreement-D5205.png","https://templates.business-in-a-box.com/imgs/250px/5205.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#5205.xml",{"title":6,"description":6},[138,139],{"label":18,"url":94},{"label":18,"url":94},"strategic alliance supply agreement","/template/strategic-alliance-and-supply-agreement-D5205",{"description":143,"descriptionCustom":6,"label":144,"pages":114,"size":9,"extension":10,"preview":145,"thumb":146,"svgFrame":147,"seoMetadata":148,"parents":150,"keywords":149,"url":155},"SOFTWARE LICENSE AGREEMENT This Software License Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [FIRST PARTY NAME] (the \"Licensor\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [LICENSEE NAME] (the \"Licensee\"), an individual with his main address located at ______________ OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Licensor owns [SOFTWARE NAME] (the \"Software\") and wishes to grant a license to the Licensee, along with the right to use and operate the Software in [TERRITORY] (the \"Territory\") and the Licensee agrees to take the said license from the Licensor upon the terms and conditions as set forth in this Agreement. NOW THEREFORE, in consideration of the premises and of the mutual agreements contained in this Agreement, the Parties hereto agree as follows: DEFINITIONS AND INTERPRETATION The following definitions apply throughout this Agreement unless otherwise stated: \"Agreement\" means this Software Licensing Agreement and any amendment made thereto from time to time by the Parties hereto. \"Software\" refers to [SOFTWARE NAME]. \"Derivative Works\" mean works developed by the Licensee, its officers, agents, contractors or employees, which are based upon, in whole or in part, the Source Code and/or the Documentation and may also be based upon and/or incorporate one or more other pre-existing works. Derivative Works may be any Improvement, revision, modification, translation (including compilation or recapitulation by computer), abridgment, condensation, expansion, or any other form in which such a pre-existing work may be recast, transformed, or adapted. For purposes hereof, a Derivative Work shall also include any compilation that incorporates such a pre-existing work. \"Documentation\" means written, printed or otherwise recorded or stored (digital or paper) material relating to the Software and Source Code, including technical specifications and instructions for its use, including Source Code annotations and other descriptions of the principles of operation of the Source Code and tools and instructions for its use. \"Source Code\" means the computer programming Source Code form of the Software in the form provided by the Licensor to the Licensee, and includes all non-third-party executables, libraries, components, and Documentation created or used in the creation, development, maintenance, and support of the Software, as well as all updates, Error corrections and revisions thereto provided by the Licensor, all provided by the Licensor for use, in whole or in part, either by itself or in the development of Derivative Works. \"Improvements\" shall mean, with respect to the Source Code, all modifications and changes made, developed, acquired or conceived after the date hereof and during the entire term of this Agreement. TERM This Agreement shall come into effect on [SPECIFY DATE] and shall continue until termination of this Agreement. GRANT OF LICENSE The Licensor hereunder grants to the Licensee an exclusive, non-transferable, irrevocable, royalty-free license to use and operate the Software in the Territory, including but not limited to the right and license to use and incorporate the Source Code and/or the Documentation, in whole or in part, to develop Derivative Works (including the integration of all or part of the Source Code into the Licensee's own software), and to compile, use, copy, and distribute executable versions of such Derivative Works. The Licensor shall hereunder provide the Source Code and all other Software related information to the Licensee and also hereby allows the Licensee to modify the said Software, change its Source Code, and change its name and logo at any time and at its sole discretion without any notification to the Licensor. The Licensee shall also have the right and license to use and copy the Source Code, in whole or in part, in compiled, object-code form for the Licensee's internal testing and development use and also the right and license to make a reasonable number of backup and archival copies of Source Code and Documentation. The Licensee shall not, however, transfer or sublicense the Software to any third party, in whole or in part, in any form, whether modified or unmodified. DELIVERABLES The Licensor shall hand over the Software, including the Source Code, to the Licensee in order to be used and operated by the Licensee in the Territory within a period of [SPECIFY DAYS OR MONTHS] from the date of signing this Agreement. SUPPORT AND WARRANTY PERIOD For a period of [SPECIFY MONTHS OR YEARS] (the \"Warranty period\") from the date of the deliverables, as mentioned in clause 4 of this Agreement, the Licensor, at no additional charge, shall provide to the Licensee: the Source Code for all upgrades, updates, patches, fixes and other modifications to the Software (\"Software Modifications\"); Error correction services, more specifically, to the extent the Source Code (and/or the files resulting from compiling the Source Code), programming services, instructions and/or source code to correct such Errors to bring the Source Code (and/or the files resulting from compiling the Source Code) into compliance with the representations and warranties set forth in this Agreement. The Licensor shall use commercially reasonable measures to provide Error corrections, or a work-around for such Errors, within [NUMBER OF DAYS] days of notification by the Licensee. Where a work-around is initially provided, the Licensor shall continue to use commercially reasonable efforts to develop an Error correction until such Error correction is delivered. To the extent an Error is intermittent in nature and the Licensee is having problems recreating the Error for the purposes of reporting Errors to the Licensor, the Licensor shall provide assistance to the Licensee in recreating the Error; personnel with levels of expertise (both general technical as well as specifically with respect to the Software and the Source Code) to provide technical support, advice and consultation to the Licensee. Such technical support and assistance shall include, without limitation, support and assistance with respect to the Software, Source Code, and the Licensee's development efforts, and shall also include technical support consulting services for modifications to the Source Code made by the Licensee. LICENSE FEE The Licensee shall pay the Licensor for this license at the rate of [AMOUNT] per [month] payable in advance. The first payment shall be made on the date of the beginning of the period specified above. Subsequent payments shall be made in advance promptly on the [day of each month] thereafter during the continuation of this Agreement. All payments hereunder shall be made in [CURRENCY] currency and via [MODE OF PAYMENT] as the mode of payment. REPRESENTATIONS AND WARRANTIES OF LICENSOR The Licensor hereby represents and warrants that the license granted hereunder to the Licensee has been granted on [SPECIFY \"AN EXCLUSIVE\" OR \"A NON-EXCLUSIVE\"] basis. The Licensor represents and warrants that the Software and services shall be provided in a good and professional manner in accordance with industry practices. The Licensor represents and warrants that the Software shall be bug-free, error-free and compatible with third-party software, and, in case of any bugs etc. in the Software, this shall be rectified by the Licensor free of cost during the Warranty period.","Software License Agreement","https://templates.business-in-a-box.com/imgs/1000px/software-license-agreement-D12928.png","https://templates.business-in-a-box.com/imgs/250px/12928.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12928.xml",{"title":149,"description":6},"software license agreement",[151,152],{"label":18,"url":94},{"label":153,"url":154},"License Agreements","license-agreement","/template/software-license-agreement-D12928",{"description":157,"descriptionCustom":6,"label":158,"pages":159,"size":9,"extension":10,"preview":160,"thumb":161,"svgFrame":162,"seoMetadata":163,"parents":165,"keywords":164,"url":170},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","3","https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":164,"description":6},"non disclosure agreement nda",[166,167],{"label":18,"url":94},{"label":168,"url":169},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",false,{"seo":173,"reviewer":186,"legal_disclaimer":190,"quick_facts":191,"at_a_glance":193,"personas":197,"variants":222,"glossary":250,"clauses":287,"how_to_fill":338,"common_mistakes":379,"faqs":404,"industries":435,"comparisons":460,"diy_vs_lawyer":473,"jurisdictions":486,"related_template_ids_curated":507,"schema":516,"classification":517},{"meta_title":174,"meta_description":175,"primary_keyword":176,"secondary_keywords":177},"SaaS Reseller Agreement Template (Free Word)","Free SaaS reseller agreement template covering pricing, margins, MDF, branding, customer ownership, support escalation, and term. Used in 190+ countries. Free Word and PDF download.","saas reseller agreement template",[178,179,180,181,182,183,184,185],"software reseller agreement template","saas reseller contract","reseller agreement template word","saas channel partner agreement","software reseller contract template free","value added reseller agreement template","saas distribution agreement","reseller partner agreement template",{"name":187,"credential":188,"reviewed_date":189},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":192,"legal_review_recommended":190,"signature_required":190,"notarization_required":171},"advanced",{"what_it_is":194,"when_you_need_it":195,"whats_inside":196},"A SaaS Reseller Agreement is a legally binding contract between a SaaS vendor and an authorized reseller that governs how the reseller markets, sells, and supports the vendor's subscription products to end customers. This free Word download covers pricing tiers, reseller margins, market development funds, branding requirements, customer data ownership, support escalation paths, and contract term — ready to edit online and export as PDF.\n","Use it before onboarding any channel partner, value-added reseller, or managed service provider who will sell or bundle your SaaS product on your behalf. It is also required when a vendor is authorizing a third party to white-label or co-brand its platform for distribution to end users.\n","Appointment and territory grant, pricing and margin structure, market development fund terms, branding and co-marketing obligations, customer ownership and data rights, support escalation and SLA passthrough, intellectual property license, confidentiality, term and termination, and governing law.\n",[198,202,206,210,214,218],{"title":199,"use_case":200,"icon_asset_id":201},"SaaS founders and CEOs","Launching a channel program and formalizing the first reseller relationships","persona-startup-founder",{"title":203,"use_case":204,"icon_asset_id":205},"VP of sales or channel directors","Standardizing partner onboarding terms across a growing reseller network","persona-vp-sales",{"title":207,"use_case":208,"icon_asset_id":209},"Managed service providers","Bundling a vendor's SaaS product into a managed offering sold to SMB clients","persona-msp",{"title":211,"use_case":212,"icon_asset_id":213},"Value-added resellers","Reselling SaaS subscriptions alongside professional services and implementation","persona-var",{"title":215,"use_case":216,"icon_asset_id":217},"Independent software vendors","Distributing a complementary SaaS platform to their existing customer base","persona-isv",{"title":219,"use_case":220,"icon_asset_id":221},"International distributors","Gaining exclusive or non-exclusive rights to sell a SaaS product in a specific region","persona-international-employer",[223,227,231,234,238,242,246],{"situation":224,"recommended_template":225,"slug":226},"Reseller will sell the product under their own brand name","White-Label SaaS Agreement","white-label-saas-agreement-D12865",{"situation":228,"recommended_template":229,"slug":230},"Reseller will bundle the SaaS product with their own services","SaaS Reseller Agreement (VAR)","saas-reseller-agreement-D12728",{"situation":232,"recommended_template":113,"slug":233},"Vendor appointing an exclusive reseller for a specific territory","exclusive-distribution-agreement-D1240",{"situation":235,"recommended_template":236,"slug":237},"Engaging a referral partner who earns commissions but does not transact","Referral Partner Agreement","referral-agreement-D13279",{"situation":239,"recommended_template":240,"slug":241},"Authorizing a third party to integrate and resell via API","Technology Partner Agreement","technology-assignment-agreement-D765",{"situation":243,"recommended_template":244,"slug":245},"Onboarding an affiliate who drives traffic without account management","Affiliate Agreement","affiliate-purchase-agreement-D12818",{"situation":247,"recommended_template":248,"slug":249},"Formalizing a co-sell relationship with a larger platform vendor","Strategic Alliance Agreement","strategic-alliance-and-supply-agreement-D5205",[251,254,257,260,263,266,269,272,275,278,281,284],{"term":252,"definition":253},"Reseller","A company or individual authorized by a SaaS vendor to market and sell the vendor's subscription product to end customers, typically at a discount from list price.",{"term":255,"definition":256},"End Customer","The ultimate user of the SaaS product who purchases through the reseller rather than directly from the vendor.",{"term":258,"definition":259},"Reseller Margin","The percentage discount off the vendor's list price at which the reseller purchases subscriptions, which becomes the reseller's gross profit on each sale.",{"term":261,"definition":262},"Market Development Fund (MDF)","A budget provided by the vendor to the reseller to fund co-marketing, demand generation, or sales enablement activities aimed at growing mutual pipeline.",{"term":264,"definition":265},"Territory","The geographic region, vertical market, or customer segment within which the reseller is authorized — exclusively or non-exclusively — to sell the vendor's product.",{"term":267,"definition":268},"White-Labeling","The practice of rebranding a vendor's product under the reseller's own name and identity before selling it to end customers.",{"term":270,"definition":271},"SLA Passthrough","A contractual obligation requiring the reseller to offer end customers uptime and support commitments that are at least as favorable as those the vendor provides to the reseller.",{"term":273,"definition":274},"Customer of Record","The party — vendor or reseller — that holds the formal contractual and billing relationship with the end customer, determining who owns the data and renewal rights.",{"term":276,"definition":277},"Net Revenue Retention (NRR)","The percentage of recurring revenue retained from existing customers after accounting for churn, contraction, and expansion — a key metric resellers track to measure SaaS portfolio health.",{"term":279,"definition":280},"Minimum Commit","A contractual floor requiring the reseller to purchase or resell a specified dollar value or seat count of subscriptions within a defined period, often annually.",{"term":282,"definition":283},"Termination for Convenience","A clause allowing either party to end the agreement without cause by providing a defined notice period, typically 30–90 days.",{"term":285,"definition":286},"Escalation Path","The defined sequence of contacts and response times by which the reseller routes unresolved customer technical issues to the vendor's support team.",[288,293,298,303,308,313,318,323,328,333],{"name":289,"plain_english":290,"sample_language":291,"common_mistake":292},"Appointment and scope of authorization","Grants the reseller a defined right — exclusive or non-exclusive — to market and sell the vendor's SaaS product within a stated territory or customer segment.","[VENDOR NAME] hereby appoints [RESELLER NAME] as a [non-exclusive / exclusive] authorized reseller of [PRODUCT NAME] to End Customers in [TERRITORY] during the Term. Reseller may not sublicense, subcontract, or further distribute the rights granted herein without Vendor's prior written consent.","Failing to specify whether the appointment is exclusive or non-exclusive. Leaving this ambiguous allows the vendor to appoint competing resellers in the same territory — or gives the reseller grounds to claim exclusivity that was never intended.",{"name":294,"plain_english":295,"sample_language":296,"common_mistake":297},"Pricing, margins, and minimum commit","Sets the reseller's purchase price (as a percentage discount from list), the end-customer pricing floor, and any minimum annual revenue or seat commitment required to maintain active status.","Vendor shall sell [PRODUCT NAME] subscriptions to Reseller at [X]% below the then-current list price ('Reseller Price'). Reseller shall not sell to End Customers below [Y]% of list price. Reseller commits to purchase or facilitate a minimum of $[AMOUNT] in Annual Recurring Revenue during each Contract Year.","Setting a minimum commit without defining what happens if the reseller misses it. Without a stated consequence — tier downgrade, conversion to non-exclusive, or termination right — the clause is unenforceable in practice.",{"name":299,"plain_english":300,"sample_language":301,"common_mistake":302},"Market development fund (MDF)","Defines whether the vendor provides co-marketing funds to the reseller, the approval process for using those funds, and the documentation required to receive reimbursement.","Vendor shall make available to Reseller a Market Development Fund of up to $[AMOUNT] per Contract Year, subject to Vendor's prior written approval of each proposed activity. Reseller must submit a reimbursement claim with receipts within [30] days of the funded activity. Unused MDF does not carry over.","Making MDF available without requiring pre-approval of activities. Resellers spending discretionary MDF on unapproved channels — sponsorships, gifts, or unrelated advertising — create both financial and compliance exposure for the vendor.",{"name":304,"plain_english":305,"sample_language":306,"common_mistake":307},"Branding, co-marketing, and use of trademarks","Governs how the reseller may use the vendor's name, logo, and product marks in marketing materials, and sets requirements for co-branding, trademark attribution, and prior approval of advertising.","Vendor grants Reseller a limited, non-exclusive, royalty-free license to use Vendor's Marks solely to market and sell [PRODUCT NAME] during the Term. All use of Vendor's Marks must comply with Vendor's then-current Brand Guidelines. Reseller shall not alter, combine, or use Vendor's Marks in any manner likely to cause confusion as to the source of the product.","No brand guideline reference or approval mechanism for marketing collateral. Resellers operating without guardrails frequently misrepresent features, make unsupported claims, or create materials that dilute the vendor's trademark rights.",{"name":309,"plain_english":310,"sample_language":311,"common_mistake":312},"Customer ownership and data rights","Determines who holds the contractual and billing relationship with end customers, who owns the customer data generated during use, and what happens to that data and those relationships if the reseller agreement terminates.","As between Vendor and Reseller, Vendor retains ownership of all End Customer data processed through [PRODUCT NAME]. Upon termination, Vendor reserves the right to contact End Customers directly to offer continuation of service. Reseller shall not use End Customer data for any purpose other than fulfilling its obligations under this Agreement.","Leaving customer ownership silent. If the agreement does not specify who holds the end-customer relationship, both parties may claim it on termination — resulting in disputes, customer confusion, and potential data-portability claims under GDPR or CCPA.",{"name":314,"plain_english":315,"sample_language":316,"common_mistake":317},"Support, escalation, and SLA passthrough","Defines the reseller's first-line support obligations, the escalation process for issues the reseller cannot resolve, and whether the vendor's uptime SLA flows through to end customers.","Reseller shall provide first-line technical support to End Customers and shall not escalate to Vendor unless the issue has been unresolved for [X] business hours. Vendor shall respond to escalated P1 issues within [Y] hours. Reseller shall not commit to End Customers any SLA exceeding the terms in Exhibit B.","No escalation time threshold before the reseller can contact vendor support. Without a filter, vendor support teams are overwhelmed with tier-1 issues the reseller should handle, degrading response times for genuine escalations.",{"name":319,"plain_english":320,"sample_language":321,"common_mistake":322},"Intellectual property license and restrictions","Grants the reseller a limited right to demonstrate and resell the SaaS product while explicitly prohibiting reverse engineering, copying, or creating derivative works.","Vendor grants Reseller a limited, non-exclusive, non-transferable license to access and demonstrate [PRODUCT NAME] solely for the purpose of marketing and selling subscriptions to End Customers. Reseller shall not reverse engineer, decompile, copy, or create derivative works based on [PRODUCT NAME] or its underlying technology.","No express prohibition on reverse engineering in the reseller agreement itself. Even if the vendor's end-user terms of service include this restriction, the reseller — who may never click through an EULA — is not contractually bound by it without a separate clause.",{"name":324,"plain_english":325,"sample_language":326,"common_mistake":327},"Confidentiality","Requires both parties to protect non-public information — pricing, roadmaps, customer lists, and technical architecture — shared during the relationship, with standard carve-outs for publicly known information.","Each party agrees to hold the other's Confidential Information in strict confidence and not to disclose it to any third party without prior written consent. 'Confidential Information' excludes information that is publicly known, independently developed, or lawfully received from a third party. Confidentiality obligations survive termination for [3] years.","Omitting a survival period after termination. A confidentiality clause that expires with the agreement leaves sensitive information — customer lists, pricing tiers, product roadmaps — unprotected immediately after the relationship ends.",{"name":329,"plain_english":330,"sample_language":331,"common_mistake":332},"Term, renewal, and termination","Sets the initial contract duration, renewal mechanics (auto-renew or manual), notice periods for non-renewal, and termination triggers including cause, convenience, and insolvency.","This Agreement commences on [START DATE] and continues for an initial term of [1 year], renewing automatically for successive one-year periods unless either party provides [60] days' written notice of non-renewal. Either party may terminate for material breach upon [30] days' written notice if the breach is not cured within such period. Vendor may terminate immediately upon Reseller's insolvency or change of control.","Auto-renewal with no notice window or an unrealistically short notice period — 15 days or fewer. Resellers who miss the window are locked into another year; vendors who miss it cannot offboard a non-performing partner. Sixty days is the practical minimum for meaningful commercial planning.",{"name":334,"plain_english":335,"sample_language":336,"common_mistake":337},"Governing law, dispute resolution, and limitation of liability","Specifies which jurisdiction's law governs, how disputes are resolved (arbitration, mediation, or litigation), and caps each party's financial exposure to the other — typically limited to fees paid in the prior 12 months.","This Agreement is governed by the laws of [STATE/JURISDICTION]. Any dispute shall be resolved by binding arbitration administered by [AAA / JAMS] in [CITY]. In no event shall either party's aggregate liability exceed the fees paid by Reseller to Vendor in the [12] months preceding the claim. Neither party shall be liable for indirect, consequential, or punitive damages.","No limitation of liability clause, or one that carves out so many categories — IP indemnification, confidentiality breaches, customer claims — that the cap effectively does not exist. Every carve-out should be deliberate and proportionate to the actual risk.",[339,344,349,354,359,364,369,374],{"step":340,"title":341,"description":342,"tip":343},1,"Identify the parties and the product precisely","Enter the vendor's and reseller's full legal entity names, registered addresses, and entity types. Name the specific SaaS product or product tier being resold — not the vendor's entire catalog unless that is genuinely intended.","Scope the product grant narrowly. Resellers have later asserted rights to new products launched after signing when the agreement said 'all current and future products' — a clause that is almost always unintentional on the vendor's side.",{"step":345,"title":346,"description":347,"tip":348},2,"Define the territory and exclusivity clearly","State the geographic region, named vertical, or customer segment covered. Explicitly mark the appointment as exclusive or non-exclusive. If exclusive, state any performance conditions that must be met to retain exclusivity.","Tie exclusivity to a minimum annual revenue commit. Granting exclusivity with no performance floor effectively blocks the vendor from appointing other resellers regardless of how much the exclusive reseller sells.",{"step":350,"title":351,"description":352,"tip":353},3,"Set pricing, margin, and the minimum commit","Enter the reseller discount percentage off list price, the floor price below which the reseller cannot sell to end customers, and the annual minimum ARR or seat commit. State the consequence of missing the minimum — tier downgrade, loss of exclusivity, or termination right.","Include a price-protection clause: if the vendor reduces list price, the reseller's margin percentage holds rather than the reseller absorbing the reduction.",{"step":355,"title":356,"description":357,"tip":358},4,"Complete the MDF terms if applicable","If providing MDF, state the annual budget, the pre-approval requirement, the reimbursement claim window, and whether unused funds expire or carry over. Attach or reference a separate MDF policy for detailed activity eligibility.","Require a post-activity results report as a condition of reimbursement — this builds a co-marketing record and deters abuse without adding significant burden.",{"step":360,"title":361,"description":362,"tip":363},5,"Specify customer ownership and data rights on termination","State clearly who holds the end-customer contract and billing relationship. Define what happens to active customer subscriptions, customer data, and customer contact rights if the agreement ends — vendor-directed migration, reseller handoff, or a defined wind-down period.","Include a 90-day tail period after termination during which the reseller can service existing customers but cannot sign new ones — this protects customers from sudden service disruption while giving the vendor time to migrate accounts.",{"step":365,"title":366,"description":367,"tip":368},6,"Configure the support escalation and SLA passthrough terms","Define the reseller's tier-1 support scope, the minimum time the reseller must attempt resolution before escalating, and the vendor's escalation response SLAs by priority level. Reference the vendor's master SLA as an exhibit and cap what the reseller can promise end customers.","Give the reseller a sandbox or demo environment at no cost — resellers with hands-on product access resolve far more tier-1 issues independently, which protects vendor support capacity.",{"step":370,"title":371,"description":372,"tip":373},7,"Set the term, renewal, and termination mechanics","Enter the initial term length, renewal type (auto or manual), and the non-renewal notice window — 60 days minimum. Define the cure period for material breach (typically 30 days) and any events triggering immediate termination — insolvency, regulatory sanction, or change of control.","Add a change-of-control trigger: if the reseller is acquired by a competitor, you want the right to terminate without cause rather than inadvertently funding a competitor's sales motion.",{"step":375,"title":376,"description":377,"tip":378},8,"Execute before the reseller begins selling","Both parties must sign before the reseller takes any customer-facing action. Obtain the reseller's authorized signatory's name and title; a signature from an employee without authority to bind the company can void the agreement.","Use a countersigned order form as an exhibit — this allows individual deals to proceed under the master reseller agreement without re-executing the full contract for each transaction.",[380,384,388,392,396,400],{"mistake":381,"why_it_matters":382,"fix":383},"Granting exclusivity without a minimum commit","An exclusive reseller who underperforms blocks the vendor from signing other partners in the territory indefinitely, stalling revenue growth in that market.","Tie exclusivity explicitly to an annual ARR or seat floor. If the reseller misses the commit in any Contract Year, exclusivity automatically converts to non-exclusive for the following year.",{"mistake":385,"why_it_matters":386,"fix":387},"Leaving customer ownership ambiguous","When the agreement ends, both parties may claim the right to contact and retain end customers — creating disputes, customer confusion, and potential GDPR or CCPA violations over who controls the data.","State in plain terms who is the customer of record, who holds the billing relationship, and exactly how active subscriptions and customer data are handled within 30 days of termination.",{"mistake":389,"why_it_matters":390,"fix":391},"No escalation threshold for vendor support","Without a required minimum resolution time, resellers escalate every tier-1 ticket directly to vendor support, overwhelming the vendor's team and degrading SLA performance for all partners.","Require the reseller to attempt resolution for a defined period — typically 4 business hours for P1 issues — before escalating, and document this threshold in the support exhibit.",{"mistake":393,"why_it_matters":394,"fix":395},"Omitting a change-of-control termination right","If the reseller is acquired by a direct competitor, the vendor may be contractually obligated to continue supplying a channel that now actively competes with it — with no exit option until the agreement's natural term ends.","Include a clause granting the vendor the right to terminate with 30 days' notice if the reseller undergoes a change of control, merger, or acquisition by a company the vendor reasonably identifies as a competitor.",{"mistake":397,"why_it_matters":398,"fix":399},"Auto-renewal with a notice window shorter than 30 days","A 15-day or shorter notice window means both parties have almost no time to evaluate performance before being locked into another full contract year.","Set the non-renewal notice window at a minimum of 60 days. This gives both parties time to plan commercially — the vendor to find replacement coverage, the reseller to find an alternative product.",{"mistake":401,"why_it_matters":402,"fix":403},"No floor price on end-customer sales","Without a minimum resale price, aggressive resellers discount below the vendor's direct sales prices, undermining the vendor's own channel and training end customers to expect below-list pricing.","State an explicit floor — for example, no less than [X]% of current list price — and include a right for the vendor to audit end-customer contracts for compliance.",[405,408,411,414,417,420,423,426,429,432],{"question":406,"answer":407},"What is a SaaS reseller agreement?","A SaaS reseller agreement is a legally binding contract between a software vendor and an authorized third party — the reseller — that governs how the reseller may market, sell, and support the vendor's subscription product to end customers. It defines the reseller's pricing and margin, territory rights, branding obligations, customer ownership, support responsibilities, and the term of the relationship. Without one, either party can walk away at any time with no obligations, and disputes over customer ownership and data rights have no contractual resolution.\n",{"question":409,"answer":410},"What is the difference between a reseller agreement and a referral agreement?","A referral agreement compensates a partner with a commission for introducing a prospect to the vendor; the vendor closes the deal, invoices the customer, and owns the relationship. A reseller agreement authorizes the partner to transact directly — issuing quotes, collecting payment, and holding the customer contract. Resellers take on more commercial risk and responsibility but typically earn higher margins than referral commissions. Choosing the wrong model creates channel conflict and unclear customer ownership.\n",{"question":412,"answer":413},"Should a SaaS reseller agreement be exclusive or non-exclusive?","Non-exclusive appointments are standard for most channel programs because they allow the vendor to work with multiple resellers in the same territory simultaneously. Exclusive appointments are appropriate when a reseller is making a significant investment — dedicated headcount, co-marketing spend, or deep product integration — that justifies protection from vendor competition in their territory. Any exclusivity grant should be tied to a minimum annual revenue commit that the reseller must maintain to retain the exclusive status.\n",{"question":415,"answer":416},"Who owns the end customer in a SaaS reseller relationship?","Ownership depends on how the agreement is structured. In a two-tier model, the reseller transacts with the end customer and is the customer of record — the vendor has no direct contractual relationship with the end user. In an agent or referral model, the vendor retains the end-customer relationship. The reseller agreement must state clearly who holds the billing relationship, who owns the customer data, and what happens to both on termination — courts will not assume an answer that the contract left open.\n",{"question":418,"answer":419},"What should a SaaS reseller margin typically be?","Reseller margins in SaaS channel programs typically range from 15% to 40% off list price depending on the product's price point, the reseller's value add, and whether the reseller handles first-line support. High-touch value-added resellers who perform implementation and support often negotiate 30–40% margins. Referral-style resellers who simply transact typically receive 15–20%. Whatever the margin, the agreement should include a floor price below which the reseller cannot sell to prevent undercutting the vendor's direct channel.\n",{"question":421,"answer":422},"What happens to end customers if the reseller agreement is terminated?","The agreement should define a wind-down process: a transition period — typically 60–90 days — during which existing subscriptions continue to be serviced, followed by either a vendor-directed migration of active accounts or a formal handoff protocol. Without this, end customers risk service disruption, and the vendor may lose accounts simply because the transition was disorganized. Customer data portability obligations under GDPR and CCPA add additional complexity if the reseller has been acting as a data processor.\n",{"question":424,"answer":425},"Does a SaaS reseller agreement need to address GDPR?","Yes, if the vendor or any end customer is in the European Union or UK. Under GDPR, if the vendor processes personal data on behalf of the reseller's end customers, the vendor is acting as a data processor and the reseller may be acting as a data controller — requiring a Data Processing Agreement. If the vendor transacts directly with end customers and the reseller merely facilitates the sale, the data relationship is different but still requires documentation. Ignoring GDPR in the reseller agreement creates regulatory exposure for both parties.\n",{"question":427,"answer":428},"What is market development funding (MDF) in a reseller agreement?","Market development funds are a budget the vendor allocates to the reseller to co-fund demand generation, events, content creation, or sales enablement activities. MDF is typically activity-based — the reseller proposes a campaign, the vendor approves it, and the vendor reimburses eligible expenses upon receipt of documentation. MDF clauses should specify the annual budget, approval process, reimbursement timeline, and whether unused funds expire. Poorly structured MDF programs are frequently abused or create accounting disputes between the parties.\n",{"question":430,"answer":431},"Do I need a lawyer to draft a SaaS reseller agreement?","For straightforward non-exclusive reseller appointments with a single domestic partner, a high-quality template reviewed by your counsel is typically sufficient. Engage a technology transactions lawyer when appointing an exclusive reseller in a major market, when the partner handles significant customer data with GDPR or CCPA implications, when equity or acquisition scenarios are contemplated, or when the deal involves cross-border territories with differing competition law requirements. A 2–4 hour template review typically costs $600–$1,200 and is worthwhile for any appointment generating over $100K in ARR.\n",{"question":433,"answer":434},"What happens if the reseller misses the minimum commit?","The agreement should specify the consequence explicitly — common options are automatic conversion from exclusive to non-exclusive status, a reduction in the reseller's margin tier, or a vendor right to terminate with 30 days' notice. Without a stated consequence, the minimum commit clause is effectively unenforceable because there is no contractual remedy the vendor can exercise. The reseller's failure to meet a commit with no stated consequence may be treated by courts as a waived condition rather than a breach.\n",[436,440,444,448,452,456],{"industry":437,"icon_asset_id":438,"specifics":439},"SaaS / Technology","industry-saas","Multi-tier channel programs, white-label rights, API-based resale, and usage-based pricing passthroughs require tailored margin structures and data processing exhibits.",{"industry":441,"icon_asset_id":442,"specifics":443},"Cybersecurity","industry-cybersecurity","Resellers must meet vendor certification requirements, comply with export control restrictions, and adhere to strict confidentiality terms around vulnerability disclosures and customer security posture data.",{"industry":445,"icon_asset_id":446,"specifics":447},"Healthcare IT","industry-healthtech","HIPAA Business Associate Agreement obligations must be incorporated by reference, and the reseller's handling of protected health information in customer environments requires explicit data responsibility allocation.",{"industry":449,"icon_asset_id":450,"specifics":451},"Financial Services","industry-fintech","Regulatory licensing requirements, FCA or SEC-related disclosure obligations, and enhanced audit rights for resellers touching customer financial data add layers beyond a standard SaaS channel agreement.",{"industry":453,"icon_asset_id":454,"specifics":455},"Professional Services","industry-professional-services","Implementation and consulting firms bundling SaaS subscriptions into project engagements need clear scope boundaries between the reseller license and their own professional services terms.",{"industry":457,"icon_asset_id":458,"specifics":459},"Telecommunications","industry-telecom","Telecom resellers bundling SaaS communications tools must address number portability, regulatory tariff compliance, and service continuity obligations that go beyond a standard software reseller arrangement.",[461,464,467,470],{"vs":236,"vs_template_id":462,"summary":463},"referral-agreement-D13573","A referral agreement pays a commission for introductions but the vendor closes the deal, invoices the customer, and owns the relationship throughout. A reseller agreement transfers transactional responsibility — the reseller quotes, invoices, and holds the customer contract. Resellers take on more risk and support obligation but earn higher margins. Use a referral agreement when you want lead generation without giving up control of the customer relationship.",{"vs":144,"vs_template_id":465,"summary":466},"software-license-agreement-D13602","A software license agreement grants an end user the right to use software for their own operations. A reseller agreement grants a partner the right to sublicense or sell the vendor's product to third parties. The two documents have fundamentally different grant scopes — a reseller needs both: a reseller agreement governing the channel relationship and an end-user license that flows through to each customer.",{"vs":113,"vs_template_id":468,"summary":469},"exclusive-distribution-agreement-D13579","An exclusive distribution agreement grants a single distributor the sole right to sell in a defined territory, typically with stronger performance obligations and longer notice periods. A standard SaaS reseller agreement can be exclusive or non-exclusive. Use a standalone exclusive distribution agreement when the exclusivity terms are complex enough — minimum commits, territory carve-outs, sub-distributor rights — to warrant their own detailed treatment.",{"vs":248,"vs_template_id":471,"summary":472},"strategic-alliance-agreement-D13571","A strategic alliance agreement governs a co-sell or co-development relationship between two companies of comparable scale, focusing on joint go-to-market activities, shared IP, and mutual revenue commitments. A reseller agreement is a vendor-to-channel document in which the vendor sets the commercial terms and the reseller distributes downstream. If the relationship involves joint product development or revenue sharing beyond resale margins, a strategic alliance framework is more appropriate.",{"use_template":474,"template_plus_review":478,"custom_drafted":482},{"best_for":475,"cost":476,"time":477},"Non-exclusive domestic reseller appointments for a single product with standard margin and support terms","Free","30–45 minutes",{"best_for":479,"cost":480,"time":481},"Exclusive appointments, cross-border resellers, partners handling significant customer data, or deals generating over $100K ARR","$600–$1,200 (2–4 hours of technology counsel review)","2–5 days",{"best_for":483,"cost":484,"time":485},"Multi-territory exclusive distribution, white-label arrangements, GDPR/HIPAA data processing complexity, or resellers with equity participation","$3,000–$8,000+","2–4 weeks",[487,492,497,502],{"code":488,"name":489,"flag_asset_id":490,"note":491},"us","United States","flag-us","US reseller agreements are primarily governed by contract law and the UCC (for goods components) at the state level. Non-compete clauses restricting the reseller from carrying competing products are scrutinized in California and Minnesota. Export control laws (EAR, ITAR) may apply if the SaaS product has dual-use technology components and the reseller sells internationally. CCPA compliance obligations should be addressed if end customers include California residents.",{"code":493,"name":494,"flag_asset_id":495,"note":496},"ca","Canada","flag-ca","Canadian reseller agreements must account for PIPEDA (federal) and provincial privacy laws — notably Quebec Law 25, which imposes some of the strictest data governance requirements in North America and may require a privacy impact assessment for SaaS deployments. Quebec-based resellers or those serving francophone customers may require French-language contract versions for certain provisions. Competition Act considerations apply to exclusive territorial restrictions with a significant market impact.",{"code":498,"name":499,"flag_asset_id":500,"note":501},"uk","United Kingdom","flag-uk","Post-Brexit, UK GDPR operates independently of EU GDPR and requires its own data processing documentation. Restrictive covenants — exclusive territories, non-solicitation of customers — are enforceable in England and Wales if reasonable in scope and duration, but courts apply a proportionality test. The CMA (Competition and Markets Authority) reviews exclusive distribution arrangements that may restrict competition. IR35 rules are not directly applicable to reseller relationships but should be considered if the reseller operates through a personal service company.",{"code":503,"name":504,"flag_asset_id":505,"note":506},"eu","European Union","flag-eu","EU GDPR requires a Data Processing Agreement if the vendor processes personal data of end customers on behalf of the reseller. The EU Vertical Block Exemption Regulation (VBER, updated 2022) governs vertical distribution agreements — exclusive territorial restrictions and minimum resale price maintenance are only permitted within defined market share thresholds (generally below 30%). The Digital Markets Act may impose additional obligations on large-platform vendors appointing resellers in gatekeeper-designated markets.",[237,245,233,249,508,509,510,511,512,513,514,515],"software-license-agreement-D12928","non-disclosure-agreement-nda-D12692","independent-contractor-agreement-D160","service-agreement-D12711","it-service-agreement-D13422","data-processing-agreement-D13954","master-service-agreement-D12657","silent-partner-agreement-D13394",{"emit_how_to":190,"emit_defined_term":190},{"primary_folder":94,"secondary_folder":518,"document_type":519,"industry":520,"business_stage":521,"tags":522,"confidence":528},"distribution-and-channel","agreement","software-and-technology","growth",[523,524,525,526,527],"saas","reseller-agreement","channel-partnership","distribution","licensing",0.92,"\u003Ch2>What is a SaaS Reseller Agreement?\u003C/h2>\n\u003Cp>A \u003Cstrong>SaaS Reseller Agreement\u003C/strong> is a legally binding contract between a software vendor and an authorized reseller that governs every material dimension of the channel relationship: the scope and exclusivity of the reseller's appointment, pricing and margin structure, market development fund terms, branding and trademark usage, customer data ownership, support escalation obligations, intellectual property licensing, confidentiality, and the term and termination mechanics. Unlike an informal partner arrangement or a generic distribution agreement, a SaaS-specific reseller agreement accounts for the subscription model's unique characteristics — recurring revenue, per-seat pricing, usage-based tiers, and the ongoing vendor-customer relationship that persists long after the initial sale.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a written reseller agreement, four critical gaps operate simultaneously and compoundingly. First, customer ownership is undefined — when the relationship ends, both parties may assert the right to contact and retain end customers, with no contractual basis to resolve the dispute. Second, the reseller can promise end customers SLA commitments and feature roadmap timelines the vendor has never agreed to, creating liability the vendor did not consent to carry. Third, the vendor has no enforceable mechanism to recover the territory or end the relationship if the reseller misses targets or is acquired by a competitor. Fourth, intellectual property protection is absent — without an explicit license grant and use restriction, a reseller may claim broader rights to demonstrate, integrate, or white-label the product than the vendor intended. A properly executed SaaS reseller agreement closes all four gaps before the reseller makes a single customer-facing contact.\u003C/p>\n",1781185944590]