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Master Reseller Agreement

Master Reseller Agreement Template for Germany

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Key Requirements PROMPT example:

Master Reseller Agreement

"I need a Master Reseller Agreement for my software company to appoint an exclusive distributor in Germany and Austria, with strong IP protection clauses and GDPR compliance requirements, to be effective from January 2025."

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Document background
This Master Reseller Agreement is designed for businesses seeking to establish a formal distribution relationship under German law. It is particularly suitable for companies expanding their market reach through indirect sales channels while maintaining control over their product distribution. The agreement comprehensively addresses requirements under German commercial law (Handelsgesetzbuch) and EU regulations, including competition law and data protection. It typically includes detailed provisions for territory management, pricing structures, performance requirements, and brand protection. This document is essential for businesses requiring a robust legal framework for their distribution network, whether for domestic German market operations or as part of a broader European distribution strategy.
Suggested Sections

1. Parties: Identification of the supplier and reseller, including full legal names and registered addresses

2. Background: Context of the agreement, business relationship, and general intentions of the parties

3. Definitions: Key terms used throughout the agreement, including Products, Territory, and specific commercial terms

4. Appointment and Scope: Terms of appointment, whether exclusive or non-exclusive, and territorial scope

5. Reseller Obligations: Core responsibilities including marketing, minimum purchase requirements, and customer service standards

6. Supplier Obligations: Support, training, and product supply commitments

7. Ordering and Delivery: Process for ordering, delivery terms, and logistics arrangements

8. Prices and Payment: Pricing structure, payment terms, and invoicing requirements

9. Intellectual Property: IP rights, licensing of trademarks, and usage restrictions

10. Confidentiality: Protection of confidential information and trade secrets

11. Data Protection: GDPR compliance and data processing obligations

12. Term and Termination: Duration, renewal terms, and termination rights

13. Post-Termination: Obligations and rights after agreement ends

14. Liability and Indemnity: Limitation of liability and indemnification provisions

15. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law

Optional Sections

1. Marketing and Promotion: Detailed marketing requirements and co-branding rules, used when specific marketing commitments are required

2. Service Level Requirements: Specific performance metrics and standards, used for technical products or services

3. Training Requirements: Detailed training obligations and certification requirements, used for complex products

4. Competition Restrictions: Non-compete and exclusivity provisions, used in exclusive relationships

5. Insurance Requirements: Specific insurance coverage requirements, used for high-value or high-risk products

6. Compliance with Laws: Specific regulatory compliance requirements, used when dealing with regulated products or markets

7. Export Control: Export restrictions and compliance requirements, used for international distribution

8. Warranty Support: Detailed warranty handling procedures, used for products with specific warranty requirements

9. Source Code Escrow: Software source code protection provisions, used for software distribution

Suggested Schedules

1. Schedule 1 - Products: List of authorized products and their specifications

2. Schedule 2 - Territory: Detailed definition of authorized sales territory

3. Schedule 3 - Prices: Price lists and discount structures

4. Schedule 4 - Service Levels: Detailed service level requirements and metrics

5. Schedule 5 - Technical Requirements: Technical specifications and requirements for product handling

6. Schedule 6 - Trademark Guidelines: Guidelines for use of supplier's trademarks and branding

7. Schedule 7 - Reporting Templates: Required formats for regular reporting

8. Appendix A - Data Processing Agreement: GDPR-compliant data processing terms

9. Appendix B - Contact Details: Key contacts and escalation procedures

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓƵ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions



















































Clauses


















































Relevant Industries

Technology & Software

Manufacturing

Consumer Goods

Electronics

Automotive

Industrial Equipment

Medical Devices

Telecommunications

Chemical Products

Professional Services

Retail

IT Hardware

Digital Services

Construction Materials

Pharmaceuticals

Relevant Teams

Legal

Sales

Commercial

Business Development

Operations

Finance

Compliance

Procurement

Partner Management

Distribution

Contract Administration

Risk Management

Relevant Roles

Chief Commercial Officer

Sales Director

Channel Manager

Business Development Manager

Legal Counsel

Commercial Director

Procurement Manager

Distribution Manager

Partner Account Manager

Chief Executive Officer

Contract Manager

Operations Director

Compliance Officer

Chief Financial Officer

Sales Operations Manager

Industries









Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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