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Exclusive Reseller Agreement Template for India

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Key Requirements PROMPT example:

Exclusive Reseller Agreement

"I need an Exclusive Reseller Agreement for appointing a distributor in Mumbai to sell our medical devices, with specific requirements for maintaining cold chain storage and minimum quarterly purchase commitments of INR 50 lakhs starting March 2025."

Document background
The Exclusive Reseller Agreement is a critical commercial contract used when a supplier wishes to grant exclusive distribution rights to a single reseller in a specified territory within India. This document is essential for businesses seeking to establish controlled distribution channels while ensuring compliance with Indian legal requirements. The agreement typically includes detailed provisions for minimum purchase requirements, marketing obligations, territory definitions, and performance metrics. It must be carefully structured to comply with Indian competition law, particularly regarding vertical restraints and exclusive dealing arrangements. The document is commonly used across various industries where controlled distribution is crucial for maintaining brand value, ensuring quality service, and managing market presence.
Suggested Sections

1. Parties: Identifies and defines the supplier and exclusive reseller with full legal names and addresses

2. Background: Sets out the context of the agreement, including supplier's business, products, and intention to appoint an exclusive reseller

3. Definitions: Defines key terms used throughout the agreement including Products, Territory, Intellectual Property Rights, etc.

4. Appointment and Territory: Establishes the exclusive appointment and defines the geographical territory covered

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

6. Reseller Obligations: Details the reseller's key responsibilities including minimum purchase requirements, marketing efforts, and reporting obligations

7. Supplier Obligations: Outlines the supplier's commitments regarding product supply, support, and training

8. Ordering and Delivery: Describes the process for placing orders, delivery terms, and logistics arrangements

9. Prices and Payment: Sets out pricing structure, payment terms, and any volume discounts

10. Intellectual Property Rights: Addresses trademark usage, licensing terms, and IP protection measures

11. Confidentiality: Defines confidential information and protection requirements

12. Non-Competition: Specifies non-compete obligations during and after the agreement

13. Termination: Details grounds for termination and the process involved

14. Post-Termination: Describes obligations and rights after agreement termination

15. General Provisions: Includes standard legal provisions like notices, assignment, and governing law

Optional Sections

1. Marketing and Promotion: Detailed marketing requirements and cooperative advertising programs, used when specific marketing commitments are needed

2. Training Requirements: Specific training obligations for reseller staff, included when products require technical expertise

3. Service Level Requirements: Detailed service standards, included when customer support is a critical component

4. Export Control: Export restrictions and compliance requirements, needed when international trade is involved

5. Data Protection: Specific data handling requirements, included when personal data processing is involved

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

7. Environmental Compliance: Environmental standards and disposal requirements, needed for products with environmental impacts

8. Sub-Reseller Rights: Terms for appointing sub-resellers, included when sub-reseller network is permitted

Suggested Schedules

1. Schedule 1 - Products: Detailed list of products covered by the agreement, including specifications and prices

2. Schedule 2 - Territory: Detailed description of geographical territory, including any excluded areas

3. Schedule 3 - Minimum Purchase Requirements: Specific quarterly or annual minimum purchase obligations

4. Schedule 4 - Price List: Detailed pricing structure, including discounts and special terms

5. Schedule 5 - Service Level Agreement: Detailed service standards and support requirements

6. Schedule 6 - Marketing Guidelines: Brand usage guidelines and marketing requirements

7. Schedule 7 - Reporting Templates: Standard formats for required periodic reports

8. Appendix A - Technical Specifications: Detailed technical requirements and product specifications

9. Appendix B - Support Procedures: Procedures for technical support and warranty claims

Authors

Alex Denne

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

Relevant legal definitions















































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Relevant Industries

Technology and Software

Consumer Electronics

Automotive Parts

Industrial Equipment

Pharmaceuticals

Medical Devices

Fashion and Luxury Goods

Food and Beverage

Telecommunications

Construction Materials

Agricultural Products

Chemical Products

Home Appliances

Sporting Goods

Educational Materials

Relevant Teams

Legal

Sales

Commercial

Business Development

Operations

Supply Chain

Compliance

Partner Relations

Distribution

Contract Administration

Finance

Risk Management

Relevant Roles

Chief Executive Officer

Commercial Director

Sales Director

Business Development Manager

Channel Manager

Distribution Manager

Legal Counsel

Contracts Manager

Chief Operating Officer

Regional Sales Manager

Territory Manager

Compliance Officer

Supply Chain Manager

Partner Relations Manager

Chief Commercial Officer

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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