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The Master Reseller Agreement is a fundamental commercial contract used when a supplier wishes to expand their distribution network through authorized resellers in the Australian market. This agreement type is essential for businesses seeking to establish formal channel partnerships while maintaining control over their product distribution, brand representation, and market presence. The document comprehensively addresses all aspects of the supplier-reseller relationship, including appointment terms, territorial rights, ordering processes, pricing structures, intellectual property protection, and compliance with Australian regulatory requirements. It is particularly important in sectors where products require specialized knowledge for sales and support, or where maintaining consistent brand representation is crucial. The agreement ensures compliance with Australian competition law, consumer protection legislation, and relevant industry regulations while providing a framework for successful commercial collaboration.

1. Parties: Identifies and provides full legal details of the contracting parties (Supplier and Reseller)

2. Background: Sets out the context of the agreement, including the Supplier's business, products, and intention to appoint the Reseller

3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation principles

4. Appointment and Territory: Establishes the Reseller's appointment, territory, and whether the appointment is exclusive or non-exclusive

5. Term and Renewal: Specifies the initial term of the agreement and any renewal provisions

6. Reseller Obligations: Details the core responsibilities and requirements of the Reseller

7. Supplier Obligations: Outlines the Supplier's commitments and support to be provided to the Reseller

8. Ordering Process: Describes the procedure for placing and fulfilling orders

9. Prices and Payment Terms: Sets out pricing structure, payment terms, and related financial obligations

10. Intellectual Property Rights: Addresses ownership and usage rights of trademarks, copyrights, and other IP

11. Confidentiality: Protects confidential information exchanged between parties

12. Marketing and Promotion: Establishes requirements and restrictions for marketing the products

13. Warranties and Representations: Details warranties provided by both parties and product warranties

14. Indemnification: Sets out mutual indemnification obligations

15. Limitation of Liability: Defines the scope and limits of each party's liability

16. Termination: Specifies termination rights, grounds, and processes

17. Post-Termination Obligations: Outlines obligations and rights after agreement termination

18. General Provisions: Contains standard boilerplate clauses including governing law, notices, and assignment