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Note: Links to our free templates are at the bottom of this long guide.
Also note: This is not legal advice

Introduction

Navigating reseller agreements can be a daunting task for entrepreneurs, business owners, and corporate executives. Reseller agreements are legally binding documents between two parties that specify the rights and responsibilities of both parties to sell goods or services of one party to another. Without a clear set of rules set out in such an agreement, businesses can be exposed to legal disputes, non-payment of goods or services and other financial losses.

To help take the guesswork out of drafting such an agreement, ��������Ƶ is providing free access to its open source legal template library – the world’s largest. With millions of datapoints teaching ��������Ƶ’s AI system what a market-standard reseller agreement looks like, anyone can quickly draft and customize high-quality legal documents without consulting with a lawyer.

So what should you keep in mind when creating your own reseller agreement? First it’s important to understand your rights and obligations as outlined in the contract. You should also be aware of any applicable laws or regulations that may affect the agreement. Furthermore, it’s essential that you read the document carefully to ensure there are no misunderstandings between both parties involved – if you don’t understand something make sure you ask questions! Finally, if needed get advice from qualified professionals who specialize in this area – don’t be afraid to negotiate for better terms and conditions if necessary too!

Having a comprehensive reseller agreement in place is paramount for protecting businesses from costly risks down the line - following these tips will help ensure your relationship with your supplier remains successful long into the future. To learn more about how ��������Ƶ can facilitate this process today visit our website for step by step guidance on how to best navigate reseller agreements without having an account with us at any time!

Definitions

Roles and Responsibilities: The duties and obligations of each party in the agreement.
Timeline: A set of dates and deadlines for meeting the agreed upon goals.
Researching: Investigating and collecting information.
Approvals: Official permission or acceptance.
Signatures: Written authorization or consent.
Terms and Conditions: The rules and regulations that parties must follow in an agreement.
Negotiating: Discussing and reaching an agreement.
Drafting: Preparing a written document.
Monitoring: Observing and keeping track of.
Disputes: Conflicts or disagreements.
Enforcing: Making sure that the rules are followed.
Risks: Potential danger or harm.
Revisions: Changes made to a document.
Finalizing: Completing the agreement.
Terminating: Ending the agreement.
Documenting: Recording and storing information.
Evaluating: Assessing the effectiveness of something.

Contents

1. Establishing the Goals of the Reseller Agreement
2. Identifying the desired outcome of the agreement
3. Determining the roles and responsibilities of each party
4. Establishing a timeline for completion
5. Identifying the Parties Involved in the Agreement
6. Researching the parties involved
7. Reviewing any existing contracts between the parties
8. Obtaining the necessary approvals and signatures
9. Reviewing the Terms of the Agreement
10. Reviewing the proposed terms and conditions
11. Negotiating any changes or additions to the agreement
12. Drafting the final version of the agreement
13. Setting Up a Reseller Agreement Process
14. Establishing a process for monitoring compliance
15. Developing a plan for resolving disputes or enforcing the terms of the agreement
16. Creating a communication plan for regularly updating the parties
17. Assessing the Potential Risks of the Reseller Agreement
18. Identifying any potential risks to the parties involved
19. Estimating the potential financial impact of the agreement
20. Determining the best course of action to address any identified risks
21. Negotiating the Agreement and Finalizing the Deal
22. Discussing the terms of the agreement with all parties
23. Making any necessary revisions to the agreement
24. Obtaining all necessary signatures to finalize the deal
25. Managing the Reseller Agreement
26. Monitoring compliance with the terms of the agreement
27. Resolving any disputes that arise
28. Keeping the parties informed of any changes to the agreement
29. Terminating the Reseller Agreement
30. Notifying all parties of the termination
31. Reviewing the terms of the agreement to ensure an orderly termination
32. Taking any necessary steps to protect the interests of the parties
33. Documenting the Reseller Agreement
34. Collecting all necessary documentation related to the agreement
35. Storing the documents in a secure and easily accessible location
36. Establishing a process for regularly reviewing the documents
37. Evaluating the Reseller Agreement
38. Assessing the performance of the agreement
39. Identifying any areas for improvement
40. Making changes to the agreement as needed

Get started

Establishing the Goals of the Reseller Agreement

• Identify the purpose of the reseller agreement
• Evaluate the goals and objectives of both parties
• Determine the expectations for the agreement
• Establish the roles and responsibilities of each party

Once you have identified the purpose of the agreement, evaluated the goals and objectives of both parties, determined the expectations for the agreement, and established the roles and responsibilities of each party, you can check this step off your list and move on to the next step.

Identifying the desired outcome of the agreement

• Clarify the desired outcome of the reseller agreement and document it
• Outline what you need to gain from the agreement, such as:
• Access to new markets
• Increased sales
• Increased customer loyalty
• Reduced overhead
• Make sure the desired outcome is measurable, so you can track the progress of the agreement
• Once you have identified and documented the desired outcome of the agreement, you can move on to the next step.

Determining the roles and responsibilities of each party

• Clearly define the roles and responsibilities of each party in the agreement
• Ensure that the agreement is mutually beneficial to each party
• Outline the terms and conditions that each party must abide by
• Specify the services or product that the reseller will provide
• Address any additional obligations that each party may have
• Determine the duration of the agreement
• Identify how the reseller will be compensated

How you’ll know when you can check this off your list and move on to the next step:

• Once you have clearly outlined all of the roles, responsibilities, terms, conditions, services, product, obligations, duration, and compensation for each party, you can move on to the next step, which is establishing a timeline for completion.

Establishing a timeline for completion

• Outline the timeline for the agreement to be completed, including the date of execution, when it will take effect, and when it will expire.
• Set milestones and deadlines for each step in the process.
• Establish penalties for missed deadlines.
• Once the timeline has been established and agreed upon, review it with both parties to ensure they understand the timeline and the consequences of not adhering to it.

How you’ll know when you can check this off your list and move on to the next step:

• When both parties have reviewed and agreed to the timeline and its consequences, you can move on to the next step of identifying the parties involved in the agreement.

Identifying the Parties Involved in the Agreement

• Contact the other party to the agreement to determine who is involved with the reseller agreement
• Ask for contact information for each party, including company name, address, phone number, and email address
• Confirm that each party is willing to enter into a reseller agreement
• Verify that each party is legally authorized to enter into such an agreement
• When you have obtained the necessary information and verified each party’s authority, you can check off this step and move on to the next step.

Researching the parties involved

• Research the parties involved in the agreement to gain a better understanding of their background, history, and motivation for entering the agreement.
• Research the parties’ financials and customer base to ensure they have the capacity to fulfill the agreement.
• Evaluate the parties’ reputation and standing in the industry to determine if they have a good track record and are likely to honor their agreement obligations.
• Ask questions about the parties’ experience in the reseller industry to ensure they have the expertise to manage the agreement effectively.
• You will know when you have completed the research step when you have a clear understanding of the parties involved in the agreement and their capacity to fulfill the agreement.

Reviewing any existing contracts between the parties

• Analyze any existing contract between the parties to determine what the existing agreement includes
• Consider any changes that need to be made to the existing contract
• Ensure that all the parties involved understand and agree to the terms of the contract
• Make sure that all parties are in compliance with the terms of the contract
• When all parties are in agreement and have signed the contract, you can check this off your list and move on to the next step.

Obtaining the necessary approvals and signatures

• Contact the relevant parties involved in the reseller agreement to obtain their signatures and approvals
• Ensure each party has read and approved the agreement
• Review the agreement with each party to ensure they are in agreement with the terms
• Collect the necessary signatures from all parties
• Once all signatures have been collected, the reseller agreement will be finalized
• You can then move on to reviewing the Terms of the Agreement

Reviewing the Terms of the Agreement

• Carefully read through the reseller agreement and make sure that all the terms and conditions are clear and understood
• Pay close attention to the payment and cost structure, any clauses that may require additional payment or fees, and any other contractual obligations
• Make sure that all the information you provided is correct and up to date, and that there are no typos or errors
• Once you’ve reviewed the document and all terms and conditions seem to be in order, you can check this off your list and move on to the next step.

Reviewing the proposed terms and conditions

• Carefully read through the agreement and make sure you understand all of its clauses
• Highlight any areas that require clarification and research any unfamiliar terms
• Make sure all the details supplied by the reseller are accurate
• Take note of any warranties or guarantees provided
• Look out for any restrictions, limitations or exclusions
• Make sure you are aware of the payment terms, delivery times and any other services included in the agreement
• Check for any potential legal or financial liabilities
• When you have finished reviewing all the terms and conditions, you should be able to decide whether the agreement is suitable for your needs and be able to move on to the next step.

Negotiating any changes or additions to the agreement

• Make a list of the changes or additions you would like to be included in the agreement
• Contact the other party to discuss the changes or additions
• Negotiate the changes and additions to the agreement with the other party
• Reach a consensus on any changes or additions to the agreement
• Once both parties have agreed to all changes or additions, you can check this off your list and move on to the next step.

Drafting the final version of the agreement

• Review and revise the agreement to ensure that the terms and conditions are acceptable to both parties.
• Ensure that all required signatures are obtained.
• Create copies of the agreement for both parties.
• Once all parties have agreed to the final version of the agreement, you can check this off your list and move on to the next step.

Setting Up a Reseller Agreement Process

• Establish a process for communication between all involved parties throughout the agreement process
• Assign roles and responsibilities to each party to ensure smooth operations
• Set up a timeline and expectations for the agreement process
• Determine any needed additional resources or personnel to complete the agreement
• Outline the methods and procedures that will be used to monitor progress and compliance with the agreement
• Once all of the above have been completed, the Reseller Agreement process can be considered set up and ready to go.

Establishing a process for monitoring compliance

• Establish a process for monitoring compliance with the reseller agreement, including periodic reviews of the reseller’s activities.
• Develop a checklist of the key elements of the agreement that must be monitored and documented.
• Assign responsibility for monitoring compliance to appropriate staff in your organization.
• Document the steps taken to ensure compliance or any discrepancies found.
• Determine how to address any discrepancies found, including when to escalate the issue to legal or other decision-makers.

Once you have established a process for monitoring compliance, you can move on to the next step: Developing a plan for resolving disputes or enforcing the terms of the agreement.

Developing a plan for resolving disputes or enforcing the terms of the agreement

• Identify any potential dispute resolution mechanisms spelled out in the agreement
• Outline potential scenarios and how you would handle them
• Consider which party should take the lead in resolving disputes
• Determine whether or not to involve a mediator or an arbitrator
• Establish how long the dispute resolution process should take
• Determine how to enforce the terms of the agreement

Once you have developed a plan for resolving disputes or enforcing the terms of the agreement, you can move on to the next step in the guide.

Creating a communication plan for regularly updating the parties

• Set up a timeline for both parties to provide updates on the progress of the agreement, such as monthly or quarterly.
• Create a communication method that works for both parties, such as email, phone calls, or in-person meetings.
• Establish a protocol to use if either party makes changes to the agreement, such as when the reseller’s product or service offering changes.
• Agree on a method to track progress and changes to the agreement, such as logs or spreadsheets.
• Once all aspects of the communication plan have been agreed upon, both parties should sign-off on the plan.

When all of these steps have been completed, you can check off this step and move on to the next step of assessing the potential risks of the reseller agreement.

Assessing the Potential Risks of the Reseller Agreement

• Examine the agreement for any legal risks, such as those related to intellectual property rights or antitrust laws
• Identify any potential liabilities, such as those related to warranties or delivery of goods
• Analyze the agreement for any risks related to the financial aspects, such as pricing, payment terms, and taxes
• Assess any potential risks related to the performance of the parties involved, such as delivery deadlines or quality standards
• Review the agreement for any risks associated with data privacy, such as those related to the sharing of personal information

You can check this off your list when you have identified and analyzed the potential risks in the reseller agreement.

Identifying any potential risks to the parties involved

• Research the reseller agreement thoroughly, including the language of the agreement and the potential implications of any clauses
• Identify any potential risks for the parties involved such as financial risks, contractual risks, and legal risks
• Analyze the potential implications of the agreement on all parties, including potential costs, liabilities, and benefits
• Reach out to legal counsel for advice and assistance in identifying risks
• Once you have identified all potential risks, you can move on to the next step.

Estimating the potential financial impact of the agreement

• Gather financial and market data relevant to the reseller agreement
• Analyze the data and project the short-term and long-term financial impact of the agreement
• Consider the costs associated with the agreement, such as any upfront fees and ongoing costs
• Consider any potential income that may be generated from the agreement, such as revenue from sales
• Compare the financial impact of the agreement to other potential reseller agreements

Once you have estimated the potential financial impact of the reseller agreement and compared it to other potential reseller agreements, you can check this off your list and move on to the next step.

Determining the best course of action to address any identified risks

• Review the risks identified in the previous step and assess whether any of them need to be addressed
• Develop a list of potential strategies for addressing each risk
• Evaluate each strategy for effectiveness, cost, and potential impact on the agreement
• Choose the strategies that are the most effective and cost-efficient
• Define action items and assign responsibility
• Communicate the action plan to all relevant parties
• Monitor implementation of the action plan
• When the action plan is complete, check it off your list and proceed to the next step of negotiating the agreement and finalizing the deal.

Negotiating the Agreement and Finalizing the Deal

• Collaborate with all parties to reach an agreement on the terms and conditions of the reseller agreement
• Compile all the agreed upon terms and conditions into a single document
• Ensure that any company policies, such as intellectual property or data protection policies, are reflected in the agreement
• Have all parties sign the agreement to complete the negotiation process
• When all parties have signed the agreement, you will know the process is complete and you can move on to the next step.

Discussing the terms of the agreement with all parties

• Ensure all parties involved in the agreement are present and ready to discuss the terms
• Have a clear understanding of the provisions and how they apply to all parties
• Ask questions and express concerns if anything is unclear
• Make sure all parties are in agreement on the terms of the agreement
• Document the agreement, and have it signed by all parties
• How you’ll know when you can check this off your list and move on to the next step: Once all parties have signed the agreement, you can move onto making any necessary revisions to the agreement.

Making any necessary revisions to the agreement

• Carefully review the agreement in its entirety to ensure that all the necessary elements are included
• Make any necessary revisions to the agreement, ensuring that all parties agree to the changes
• Make sure that all changes are documented and initialed as necessary for proof of agreement
• Once all changes are agreed upon and documented, you will know that this step is complete and you can proceed to obtaining all necessary signatures to finalize the deal.

Obtaining all necessary signatures to finalize the deal

• Collect the signatures of all parties involved in the reseller agreement.
• Ensure that all signatures are valid (i.e. notarized if required).
• Ensure that all signatures are legal and binding on the parties.
• Keep a copy of the signed document for your own records.
• Once all signatures are collected and verified, you can move on to managing the reseller agreement.

Managing the Reseller Agreement

• Ensure that the reseller understands their obligations under the agreement and is taking all necessary steps to comply with them
• Monitor the reseller’s performance and make sure they are meeting the targets and goals outlined in the agreement
• Make sure that the reseller is paying their fees in a timely manner
• Resolve any issues that arise promptly and in accordance with the agreement
• Communicate regularly with the reseller and address any concerns they may have
• Make any necessary changes to the reseller agreement in a timely manner

You can check this step off your list when you have completed the above tasks and you have verified that the reseller is adhering to the terms of the agreement.

Monitoring compliance with the terms of the agreement

• Review the agreement to ensure that each party is meeting the terms of the contract
• Monitor any changes to the terms of the agreement and ensure that those changes are honored
• Regularly review the performance of the reseller to ensure that they are meeting the agreed-upon terms
• Track any outstanding payments from the reseller to ensure that any payments owed are paid on time
• Make sure that the reseller is providing the services or products as outlined in the agreement
• When all of the above steps have been completed, the compliance with the terms of the agreement can be considered successful.

Resolving any disputes that arise

• Seek legal advice if necessary to resolve any disputes that may arise between parties
• Attempt to resolve any issues that may arise through discussion and negotiation
• Refer to the terms of the agreement to ensure that any resolution reflects the agreement and is legally binding
• Utilize dispute resolution methods such as mediation, arbitration, or a court of law if necessary
• When a resolution has been agreed upon and signed by both parties, this step is completed.

Keeping the parties informed of any changes to the agreement

• Ensure that both parties are aware of any changes to the agreement before they are implemented.
• Agree on the best way to communicate changes to the agreement (e.g. in writing, email, etc.).
• Make sure that both parties are kept up-to-date on any changes to the agreement.
• Discuss the potential impact of any changes to the agreement with both parties.
• When any changes have been agreed upon, document them in writing and have both parties sign off on them.

You’ll know you can check this step off your list when both parties have agreed to the changes to the agreement and have signed off on them.

Terminating the Reseller Agreement

• Notify all parties in writing of the termination of the Reseller Agreement
• Include the date of the termination, the reason and any other relevant information
• Ensure all parties sign off on the termination letter
• Once all parties have signed off on the termination letter, the Reseller Agreement is officially terminated
• You can check this off your list and move on to the next step once the termination letter is signed by all parties

Notifying all parties of the termination

• Notify all parties of the termination in writing, via email or physical mail.
• Make sure to include the official termination date to avoid confusion.
• Make sure to keep copies of all correspondence in case of any future disputes.
• Once all parties have been notified, and the notification has been acknowledged, you can check this off your list and move on to the next step of reviewing the terms of the agreement.

Reviewing the terms of the agreement to ensure an orderly termination

• Review the original reseller agreement for provisions for termination, including any notice requirements and any remaining obligations
• Check the agreement for specific language that may require additional steps to be taken, such as the return of any assets or equipment
• Identify any obligations that must continue to be fulfilled after the agreement ends and any penalties that may be incurred if obligations are not fulfilled
• Research any applicable state or federal laws that may apply to the termination of the agreement
• Make sure all necessary steps are taken to ensure an orderly termination
• Make sure all parties involved in the agreement are in agreement on the terms of the termination
• Once all of the above has been completed, the agreement can be terminated
• Check off this step and move on to the next step of notifying all parties of the termination.

Taking any necessary steps to protect the interests of the parties

• Verify that the reseller agreement meets the legal requirements of the applicable jurisdiction.
• Make sure that the reseller agreement contains provisions for the protection of confidential information and intellectual property.
• Ensure that the agreement includes provisions for the protection of the interests of both parties in the event of a dispute.
• Include provisions for the protection of the interests of both parties in the event of a breach of contract or breach of any of the terms and conditions of the agreement.
• Include provisions for the protection of the interests of both parties in the event of a change in the ownership of either party.
• Verify that the agreement includes provisions for the assignment of the agreement by either party.

How you’ll know when you can check this off your list and move on to the next step:

• When all the necessary steps have been taken to ensure that the interests of both parties are protected, this step will be completed and you can move on to the next step.

Documenting the Reseller Agreement

• Ensure all parties involved have reviewed and signed the reseller agreement.
• Gather all necessary documents related to the agreement and keep them in a secure place.
• Make sure to keep copies of all signatures, correspondence and other important documents related to the agreement.
• Make note of the details of the agreement, such as the start and end dates, payment terms, and any other important details.
• Once all documents are gathered and all parties have reviewed and signed the agreement, you can move on to the next step.

Collecting all necessary documentation related to the agreement

• Gather all legal documents, including the agreement and any addenda or amendments
• Collect all contact information, including phone numbers and email addresses of all parties involved
• Write down a list of any specific terms, conditions, and requirements
• Get copies of any government filing documents
• Obtain any financial documents, such as invoices and payment records
• When all the documentation is collected, you can move on to the next step.

Storing the documents in a secure and easily accessible location

• Create a secure and accessible folder on your computer or in the cloud that can be easily accessed by all team members
• Upload all documents related to the reseller agreement into the folder
• Label each document clearly and make sure all documents are stored in a logical order
• Check all documents have been stored successfully and that all team members have access to the folder
• Once all documents have been stored, you have completed this step and can move on to the next step.

Establishing a process for regularly reviewing the documents

• Identify who should be involved in the review process.
• Create a checklist for the review process, including all relevant documents and review criteria.
• Establish a timeline for regularly reviewing the documents (e.g. every 6 months).
• Schedule a meeting to review the documents and discuss any changes.
• Document and implement any decisions or changes resulting from the review.

Once you have established a process and timeline for regularly reviewing the documents, you can check this off your list and move on to evaluating the reseller agreement.

Evaluating the Reseller Agreement

• Review the reseller agreement closely to ensure all necessary elements are included
• Make sure the agreement aligns with the company’s objectives and offers the desired protections
• Make sure the agreement accounts for the company’s rights and responsibilities
• Analyze the agreement to make sure it covers all potential risks and liabilities
• Confirm that all necessary parties are included in the agreement
• Ensure that the agreement is clear and concise, and does not contain any ambiguities

When you can check off this step:

• You have reviewed the reseller agreement closely and made sure it includes all the necessary elements
• You have ensured that the agreement aligns with the company’s objectives and offers the desired protections
• You have analyzed the agreement to make sure it covers all potential risks and liabilities
• You have confirmed that all necessary parties are included in the agreement
• You have ensured that the agreement is clear and concise, and does not contain any ambiguities

Assessing the performance of the agreement

• Review the sales data to determine whether the agreement is meeting its goals
• Analyze customer feedback to determine the effectiveness of the reseller agreement
• Report any areas of improvement to the relevant stakeholders
• Monitor performance on a regular basis to ensure the agreement remains successful
• When you have reviewed the performance of the agreement and identified any areas for improvement, you can move on to the next step.

Identifying any areas for improvement

• Analyze the performance of the agreement and any areas for improvement
• Identify any areas that could be improved, such as terms and conditions, pricing models, and other aspects
• Compare the current agreement to industry best practices
• Speak with any stakeholders to gain insights on what improvements could be made
• When you’ve identified areas for improvement, you can move on to the next step of making changes to the agreement as needed.

Making changes to the agreement as needed

• Gather all the documents, information, and feedback needed to make the necessary changes to the agreement.
• Carefully review the agreement, taking note of any changes that need to be made.
• Work with the other party to come to a consensus on the changes.
• Have a lawyer or legal professional review the agreement to ensure that all changes are in compliance with the law and that all parties are protected.
• Once all changes are agreed upon and reviewed, document the changes and update the agreement.
• You can check this step off your list when the changes have been agreed upon, documented, and the agreement has been updated.

FAQ

Q: What is the difference between a reseller agreement and a distribution agreement?

Asked by Sarah on 8th March 2022.
A: A reseller agreement is an agreement between an original manufacturer and a reseller, allowing the reseller to buy products from the manufacturer and then resell them to their own customers at a higher price. This type of agreement usually involves the manufacturer selling products directly to the reseller. In contrast, a distribution agreement is an agreement between a distributor and a manufacturer, allowing the distributor to buy products from the manufacturer, store them in their own warehouse and then resell them to their own customers at a higher price. This type of agreement usually involves the distributor selling products on behalf of the manufacturer to their own customers.

Q: How do I ensure that my reseller agreement complies with applicable laws?

Asked by Gary on 18th June 2022.
A: When drafting any type of contract, it is important to ensure that its terms comply with all applicable laws and regulations. While it is impossible to provide definitive legal advice in this context, there are several steps you can take to help ensure that your reseller agreement complies with applicable laws. Firstly, you should research any local or regional laws which may be relevant to your particular business model or sector. For example, if you are operating in the UK then you should familiarise yourself with UK consumer law. Secondly, you should seek professional legal advice if you are unsure about any aspect of your reseller agreement or its legal implications. Finally, you should always ensure that your reseller agreement is clearly written and unambiguous in its terms, so as to avoid any potential disputes arising in the future.

Q: What are some common elements of a reseller agreement?

Asked by Abigail on 12th April 2022.
A: A typical reseller agreement will typically include provisions related to pricing and payment terms, delivery arrangements, warranties, indemnities and liabilities, intellectual property rights, termination provisions and dispute resolution clauses. It is important to ensure that all relevant elements are included in your particular agreement depending on the specific nature of your business model or sector. For example, if you are operating in the technology industry then you should include appropriate clauses related to data privacy and protection. Additionally, provisions related to confidentiality and non-disclosure may be necessary if your reseller agreement includes sensitive information or trade secrets.

Q: What are some common pitfalls when negotiating a reseller agreement?

Asked by Michael on 2nd August 2022.
A: Negotiating a reseller agreement can be complex and it is important to be aware of certain potential pitfalls which may arise during this process. Firstly, it is important not to rush into an agreement without fully understanding its terms and any associated risks or liabilities; thorough due diligence should be undertaken before signing any contract. Secondly, parties should have realistic expectations when negotiating terms; while there may be some room for compromise, it is important not to push for unreasonable demands as this could lead to deadlock in negotiations or costly disputes later down the line. Finally, parties should consider any applicable tax obligations; while these can often be overlooked in negotiations they can have significant implications further down the line if not addressed properly.

Q: What types of business models are best suited for a reseller agreement?

Asked by Joseph on 10th July 2022.
A: Reseller agreements can be beneficial for many different types of business models including those operating in sectors such as software-as-a-service (SaaS), technology services or B2B ecommerce. Generally speaking, any business model which involves two or more parties collaborating together in order to provide goods or services can benefit from having a clear and legally binding agreement in place which outlines each party’s respective duties and obligations. Additionally, those operating in highly regulated industries such as finance or healthcare should consider having specialised agreements which address any additional compliance requirements which may apply in those particular sectors.

Q: What are some key points for consideration when drafting a reseller agreement?

Asked by Elizabeth on 4th October 2022.
A: When drafting a reseller agreement there are several key points which should be considered in order to ensure that it meets both parties’ needs whilst also being legally compliant within the applicable jurisdiction(s). Firstly, it is important that each party’s respective duties and obligations are clearly outlined within the document; this will help prevent any potential disputes arising later down the line due to misunderstandings about who was responsible for what tasks at what times. Secondly, various protections such as warranties and indemnities should also be included within the document; these will help protect each party against potential liabilities arising from their respective activities under the contract. Finally, provisions related to dispute resolution should also be included within the document; this will provide clarity regarding how any potential disputes between parties will be handled going forward.

Example dispute

Potential Lawsuits Related to Reseller Agreements

• The reseller may have failed to adhere to the terms of the agreement, such as not providing goods or services as specified, failing to pay for goods and services, or not fulfilling customer orders in a timely manner.
• The plaintiff may allege that the reseller breached the agreement by misrepresenting the goods and services being offered, or not delivering goods or services as promised.
• The plaintiff may allege that the reseller acted in bad faith by not honoring the agreement’s terms and conditions, or by engaging in deceptive practices.
• The plaintiff may allege that the reseller failed to provide goods or services in a timely manner, or failed to pay for goods and services as agreed.
• The plaintiff may allege that the reseller engaged in false or misleading advertising or made false or misleading statements regarding the goods or services being provided.
• The plaintiff may allege that the reseller violated consumer protection laws by engaging in unfair or deceptive practices.
• The plaintiff may seek damages for any losses suffered due to the reseller’s breach of the agreement, such as lost profits or other economic losses.
• The plaintiff may also seek punitive damages, which are intended to punish the reseller for their misconduct.
• The plaintiff may seek an injunction to prevent the reseller from engaging in any further misconduct or from violating the terms of the agreement.
• The parties may also engage in alternative dispute resolution, such as mediation or arbitration, to resolve the dispute amicably and without the need for litigation.

Templates available (free to use)

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