RESELLER AGREEMENT
THIS AGREEMENT is made on [Date], BETWEEN:
[Supplier Name], a company organized under the laws of [Jurisdiction], with its principal place of business at [Supplier Address] ("Supplier");
AND
[Reseller Name], a company/individual organized under the laws of [Jurisdiction], with its principal place of business/address at [Reseller Address] ("Reseller").
WHEREAS
- Supplier manufactures, distributes, or owns the rights to certain products and/or services described below;
- Reseller wishes to purchase and resell such products and/or services, and Supplier agrees to appoint Reseller as a non-exclusive reseller under the terms set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and promises herein, the parties agree as follows:
1. DEFINITIONS
1.1 Products/Services: The products and/or services to be resold by Reseller as described in [Schedule A/Product List].
1.2 Territory: The geographic area in which Reseller is authorized to resell the Products/Services, as specified in [Territory Description].
1.3 End User: Any third party who purchases the Products/Services from Reseller for its own use and not for resale.
2. APPOINTMENT
2.1 Supplier hereby appoints Reseller, and Reseller accepts appointment, as a non-exclusive reseller of the Products/Services in the Territory.
2.2 Reseller shall not represent itself as the agent or legal representative of Supplier for any purpose.
3. TERM AND TERMINATION
3.1 Term: This Agreement shall commence on [Effective Date] and continue for [Initial Term, e.g., one (1) year], unless terminated earlier in accordance with this Agreement.
3.2 Termination for Convenience: Either party may terminate this Agreement for any reason by giving [Notice Period Days] days’ written notice to the other party.
3.3 Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party breaches any material term and fails to cure such breach within [Cure Period Days] days after receiving written notice of the breach.
3.4 Effect of Termination: Upon termination, Reseller shall cease representing itself as a reseller of Supplier and return or destroy all confidential information and marketing materials related to the Products/Services.
4. ORDERS AND DELIVERY
4.1 Reseller shall submit purchase orders to Supplier specifying the types and quantities of Products/Services required.
4.2 Supplier will use commercially reasonable efforts to fulfill orders in accordance with its standard lead times.
4.3 Title and risk of loss for Products shall pass to Reseller upon delivery at [Delivery Point, e.g., Supplier's warehouse/FOB point].
5. PRICING AND PAYMENT
5.1 The purchase price for Products/Services shall be as set forth in [Schedule B/Pricing List], subject to change upon [Number of Days] days’ prior written notice by Supplier.
5.2 Payment terms shall be [Payment Terms, e.g., net 30 days from invoice date], unless otherwise agreed in writing.
5.3 Late payments may incur interest at the rate of [Interest Rate]% per month or the maximum rate permitted by law, whichever is less.
6. RESELLER OBLIGATIONS
6.1 Reseller shall use its best efforts to market, promote, and sell the Products/Services in the Territory.
6.2 Reseller shall not make any representations or warranties regarding the Products/Services other than those authorized in writing by Supplier.
6.3 Reseller shall comply with all applicable laws and regulations relating to the marketing and sale of the Products/Services.
7. MARKETING AND BRANDING
7.1 Reseller may use Supplier’s trademarks, trade names, and logos solely for the purpose of marketing and selling the Products/Services, subject to Supplier’s written guidelines.
7.2 All goodwill arising from such use shall inure to the benefit of Supplier.
8. CONFIDENTIALITY
8.1 Each party agrees to keep confidential any non-public information received from the other party in connection with this Agreement and to use such information only for purposes of fulfilling its obligations under this Agreement.
8.2 This obligation shall survive termination of this Agreement for a period of [Survival Period, e.g., two (2) years].
9. WARRANTIES AND DISCLAIMERS
9.1 Supplier warrants that the Products/Services will conform to the specifications set forth in [Schedule A/Product List] for a period of [Warranty Period] from delivery.
9.2 EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, SUPPLIER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
10. LIMITATION OF LIABILITY
10.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT.
10.2 SUPPLIER’S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY RESELLER TO SUPPLIER IN THE [PRECEDING 12 MONTHS/OTHER PERIOD].
11. INDEMNIFICATION
11.1 Each party shall indemnify, defend, and hold harmless the other party from any claims, damages, or expenses arising out of its own breach of this Agreement or violation of law.
12. GENERAL PROVISIONS
12.1 Independent Contractors: The parties are independent contractors. Nothing in this Agreement creates an agency, partnership, or joint venture.
12.2 Assignment: Neither party may assign or transfer this Agreement without the prior written consent of the other party, except to a successor in interest by merger or acquisition.
12.3 Notices: All notices under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate by notice.
12.4 Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements or understandings.
12.5 Amendment: No amendment or modification of this Agreement shall be valid unless in writing and signed by both parties.
12.6 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of [Governing Law State/Country].
12.7 Severability: If any provision of this Agreement is found invalid or unenforceable, the remaining provisions shall remain in full force and effect.
13. DISCLAIMER
This document is a template and may not be suitable for all situations. The parties should consult with legal counsel before signing this agreement.
SIGNATURES
IN WITNESS WHEREOF, the parties have executed this Reseller Agreement as of the date first written above.
SUPPLIER
Signature: ___________________________
Name: [Name]
Title: [Title]
Date: [Date]
RESELLER
Signature: ___________________________
Name: [Name]
Title: [Title]
Date: [Date]
