The Reseller Agreement is essential for businesses seeking to establish formal distribution channels in Nigeria's dynamic market. This document is typically used when a supplier wishes to expand their market reach through authorized resellers while maintaining control over their product distribution and brand reputation. The agreement comprehensively covers commercial terms, operational procedures, and legal safeguards, tailored to comply with Nigerian legislation including the Companies and Allied Matters Act 2020 and relevant commercial regulations. It's particularly important in protecting both parties' interests while ensuring compliance with local competition laws, consumer protection requirements, and trade regulations. The document is structured to address specific challenges in the Nigerian market context, including territory management, payment terms, and regulatory compliance.
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1. Parties: Identification of the supplier and reseller with full legal names and registered addresses
2. Background: Context of the agreement, including supplier's business, products, and intention to appoint reseller
3. Definitions: Definitions of key terms used throughout the agreement
4. Appointment and Territory: Appointment of reseller and definition of authorized territory
5. Rights and Obligations of Reseller: Detailed responsibilities including marketing, sales targets, and customer service
6. Rights and Obligations of Supplier: Supplier's commitments regarding product supply, support, and training
7. Orders and Delivery: Process for placing orders, delivery terms, and logistics arrangements
8. Prices and Payment Terms: Pricing structure, payment conditions, and currency considerations
9. Intellectual Property Rights: Usage rights for trademarks, logos, and marketing materials
10. Confidentiality: Protection of confidential information and trade secrets
11. Term and Termination: Duration of agreement and grounds for termination
12. Post-Termination: Obligations and rights after agreement ends
13. General Provisions: Standard legal clauses including notices, assignment, and entire agreement
14. Governing Law and Dispute Resolution: Nigerian law application and dispute resolution procedures
1. Minimum Purchase Requirements: Include when supplier requires minimum order quantities or values
2. Marketing and Promotion: Include when specific marketing obligations or cooperative advertising are required
3. Training and Support: Include when technical products require specific training programs
4. Product Warranty: Include when specific warranty terms need to be passed to end customers
5. Competition Restrictions: Include when non-compete provisions are necessary
6. Data Protection: Include when personal data processing is significant part of business
7. Import/Export Compliance: Include for international reseller relationships
8. Insurance Requirements: Include when specific insurance coverage is required
1. Schedule 1 - Products: List of authorized products for resale
2. Schedule 2 - Territory: Detailed description of authorized territory including map if necessary
3. Schedule 3 - Prices and Discount Structure: Detailed pricing information and reseller discount levels
4. Schedule 4 - Minimum Performance Targets: Sales targets and performance metrics
5. Schedule 5 - Technical Requirements: Technical specifications and requirements for product handling
6. Schedule 6 - Trademark Usage Guidelines: Guidelines for using supplier's trademarks and branding
7. Appendix A - Order Form Template: Standard form for placing orders
8. Appendix B - Reporting Templates: Templates for required periodic reports
Relevant legal definitions
Clauses
Relevant Industries
Technology and Electronics
Consumer Goods
Automotive
Pharmaceuticals
Industrial Equipment
Telecommunications
Food and Beverage
Construction Materials
Agricultural Products
Medical Devices
Relevant Teams
Legal
Commercial
Sales
Distribution
Operations
Compliance
Finance
Business Development
Supply Chain
Procurement
Relevant Roles
Commercial Director
Sales Manager
Business Development Manager
Legal Counsel
Contract Manager
Distribution Manager
Channel Manager
Chief Commercial Officer
Procurement Manager
Operations Director
Compliance Officer
Regional Sales Director
Managing Director
Chief Executive Officer
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