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The Reseller Agreement is a legal document that outlines the terms and conditions between two parties: the Company and the Reseller. It is entered into with the purpose of extending the sales area to a specific territory and appointing the Reseller as the exclusive reseller of the Company's products in that territory. The agreement consists of several sections, each addressing different aspects of the business relationship.
The document begins with an interpretation section, which defines key terms used throughout the agreement. It clarifies that a 'business day' refers to a day when banks are open for business in the territory, and 'resell rights' refers to the exclusive right to resell the products. It also explains that 'intellectual property' encompasses various proprietary rights, including copyrights, patents, trademarks, and confidential information.
The appointment and term section states that the Company appoints the Reseller as its exclusive reseller for a specified initial term. It also outlines the conditions for termination of the agreement by either party.
The purchase of products section specifies that the Reseller must buy all its product requirements from the Company at the current reseller list price. It clarifies that this agreement does not constitute an order, and the Company will fulfill accepted orders promptly. It also allows the Reseller to include new or improved products within the agreement, subject to certain conditions.
The sale of products section outlines the Reseller's responsibilities, including selling the products on its own behalf, promoting their use, and not establishing any supply outside the territory. It also mentions that the Reseller may provide warranties to its customers and sets the payment terms.
The Reseller's general duties section highlights the Reseller's obligations, such as providing after-sales service, complying with the Company's instructions, and conducting business ethically. It also specifies that the Reseller can only describe itself as the Company's authorized reseller and must not modify the products without written authorization.
The Company's general rights and duties section explains that the Company can supply other geographical areas or customer categories if it deems the Reseller's performance inadequate. It also outlines the Company's obligations, including providing technical assistance, training, and marketing support.
The confidentiality section emphasizes the Reseller's duty to treat confidential information as confidential and not exploit or disclose it without the Company's consent. It allows the Reseller to disclose relevant parts of the information to customers for promoting the sale of products.
The intellectual property section grants the Reseller the right to use the Company's intellectual property solely for the resale of products. It also specifies the Reseller's obligations regarding intellectual property infringement.
The liability section clarifies that the Company does not provide any warranties regarding the products' nature, quality, or fitness for a particular purpose. It mentions that the Company must have adequate insurance cover.
The termination of this agreement section outlines the conditions for termination by either party, including breach of terms or failure to achieve sales targets. It specifies the actions to be taken upon termination, such as stopping the use of resell rights and repurchasing unsold products.
The force majeure section addresses the parties' obligations in case of circumstances beyond their control that affect performance under the agreement.
The general section includes provisions regarding assignment, notices, waivers, severability, and the entire agreement between the parties. It clarifies that no third party has rights under this agreement and specifies the proper law governing the agreement.
The Reseller Agreement is a crucial document that establishes the rights and responsibilities of both parties in the reselling of products. It ensures clarity and protection for both the Company and the Reseller throughout their business relationship.
To effectively use the Reseller Agreement, follow these steps:
1. Understand the agreement: Familiarize yourself with the entire document, including its sections and definitions. This will help you grasp the importance of each provision and its implications.
2. Appoint the Reseller: Fill in the necessary information in the agreement, including the names and addresses of both parties. Ensure that the Reseller is appointed as the exclusive reseller for the specified territory.
3. Specify product purchase: Clearly state that the Reseller must purchase all its product requirements from the Company at the agreed reseller list price. This ensures a clear understanding of the purchasing process.
4. Define sales responsibilities: Outline the Reseller's responsibilities, such as selling the products on its own behalf, promoting their use, and providing after-sales service. This clarifies the Reseller's role in the sales process.
5. Protect intellectual property: Ensure that the Reseller understands and agrees to use the Company's intellectual property solely for the resale of products. This protects the Company's rights and prevents unauthorized use.
6. Set termination conditions: Clearly define the conditions under which either party can terminate the agreement. This provides a clear understanding of the consequences of breaching the terms and failing to achieve sales targets.
7. Address force majeure: Include provisions for force majeure situations that may affect the performance of the agreement. This protects both parties in case of unforeseen circumstances.
8. Seek legal advice: If necessary, consult with a legal professional to ensure that the Reseller Agreement complies with relevant laws and regulations. This will help mitigate any potential legal risks.
By following these steps, you can effectively use the Reseller Agreement to establish a clear and mutually beneficial business relationship between the Company and the Reseller.