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Reseller Agreement for the United States

Reseller Agreement Template for United States

A Reseller Agreement is a legally binding contract under U.S. law that establishes the terms and conditions under which one party (the reseller) is authorized to market and sell products supplied by another party (the supplier/manufacturer). The agreement covers crucial aspects such as territory rights, pricing structures, minimum purchase requirements, intellectual property usage, and warranty terms. It ensures compliance with federal and state regulations, including the Uniform Commercial Code, antitrust laws, and relevant consumer protection statutes.

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What is a Reseller Agreement?

A Reseller Agreement is essential when a business wants to expand its distribution network through third-party sellers while maintaining control over how its products are marketed and sold. This agreement type is commonly used across various industries and is particularly important in the United States, where it must comply with both federal and state-specific regulations. The Reseller Agreement defines the business relationship between parties, establishing clear guidelines for product distribution, pricing, territory rights, and brand representation. It protects both parties' interests while ensuring compliance with antitrust laws, franchise regulations, and consumer protection requirements. The document typically includes detailed provisions about product ordering, delivery, payment terms, warranty obligations, and intellectual property rights.

What sections should be included in a Reseller Agreement?

1. Parties: Identifies the supplier/manufacturer and reseller with full legal names and addresses

2. Background: Sets out the context and purpose of the agreement, including nature of the business relationship

3. Definitions: Defines key terms used throughout the agreement

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

5. Products: Describes the products covered by the agreement

6. Pricing and Payment Terms: Details pricing structure, payment terms, and invoicing procedures

7. Ordering and Delivery: Procedures for placing orders and delivery terms

8. Intellectual Property Rights: Protection and usage of trademarks, logos, and other IP

9. Term and Termination: Duration of agreement and termination provisions

10. Governing Law: Specifies applicable law and jurisdiction

What sections are optional to include in a Reseller Agreement?

1. Minimum Purchase Requirements: Sets minimum order quantities or values for reseller to maintain their status

2. Marketing Requirements: Specifies marketing obligations and restrictions for promoting products

3. Training Requirements: Details staff training obligations and certification requirements

4. Non-Compete Provisions: Establishes restrictions on selling competing products during agreement term

5. Export Control: Sets out export restrictions and compliance requirements for international sales

What schedules should be included in a Reseller Agreement?

1. Product List: Detailed list of products covered by the agreement including specifications

2. Price List: Current pricing structure and reseller discounts

3. Territory Map: Geographic definition of authorized sales territory

4. Service Level Agreement: Performance metrics and support requirements

5. Brand Guidelines: Rules for using supplier's trademarks and marketing materials

6. Returns Policy: Procedures for handling product returns and warranties

Authors

Alex Denne

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

Jurisdiction

United States

Publisher

Ƶ

Document Type

Agreement Contract

Cost

Free to use
Clauses































Industries

Uniform Commercial Code (UCC): Primary federal law governing commercial transactions, especially Article 2 on Sales which regulates the sale of goods

Sherman Antitrust Act and Clayton Act: Federal antitrust laws that regulate business practices to prevent monopolies and maintain fair competition

Federal Trade Commission Act: Federal law prohibiting unfair methods of competition and deceptive practices in commerce

Robinson-Patman Act: Federal law prohibiting price discrimination between different purchasers of similar goods

Magnuson-Moss Warranty Act: Federal law governing warranties on consumer products, setting standards for product warranties

Trademark Act (Lanham Act): Federal law protecting trademarks, service marks, and trade dress, crucial for brand protection in reseller relationships

Copyright Act: Federal law protecting original works of authorship, including marketing materials and product documentation

Export Administration Regulations: Federal regulations controlling the export of certain goods and technologies from the United States

State UCC Variations: State-specific modifications and implementations of the Uniform Commercial Code

State Franchise Laws: State-specific regulations governing franchise relationships to prevent inadvertent franchise creation

State Dealer Protection Laws: State-specific laws protecting dealers and distributors in commercial relationships

State Consumer Protection Laws: State-specific regulations protecting consumer rights and regulating business practices

Common Law Contract Principles: Foundational legal principles governing contract formation, performance, and enforcement

Statute of Frauds: Legal requirement that certain contracts must be in writing to be enforceable

Data Protection and Privacy Laws: Federal and state regulations governing the collection, storage, and use of customer data

E-commerce Regulations: Laws governing online sales, electronic transactions, and digital commerce

MAP Policy Regulations: Rules governing Minimum Advertised Price policies and their implementation

Product Liability Laws: Laws governing responsibility for defective products and related damages

Warranty Laws: Federal and state regulations governing product warranties and guarantees

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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