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The Reseller Agreement is a legally binding document that establishes a relationship between two parties: the Company and the Reseller. The agreement outlines the terms and conditions under which the Reseller will resell the products listed in Schedule 1 within a specific territory. The importance of this document lies in its ability to define the rights and responsibilities of both parties, ensuring a clear understanding of the expectations and obligations involved.
The entire document is divided into several sections, each addressing a specific aspect of the agreement. The first section, titled 'Interpretation,' provides definitions for key terms used throughout the agreement. This ensures that both parties have a common understanding of the terminology used.
The second section, titled 'Appointment and Term,' outlines the appointment of the Reseller as the exclusive reseller of the Company's products within the specified territory. It also specifies the duration of the agreement and the conditions under which it can be terminated.
The third section, titled 'Purchase of Products,' details the Reseller's obligation to purchase the Company's products according to the Company's terms of sale. It also clarifies that the Reseller must meet certain purchase targets and maintain sufficient stock of products to meet customer demand.
The fourth section, titled 'Sale of the Products,' outlines the Reseller's responsibilities in selling the products, including promoting and publicizing the products within the territory. It also specifies the pricing, payment terms, and delivery arrangements for the products.
The fifth section, titled 'Reseller's General Duties,' outlines the Reseller's general obligations, such as providing after-sales service, complying with the Company's instructions, and conducting business in a responsible and ethical manner.
The sixth section, titled 'Company's General Rights and Duties,' outlines the Company's obligations, including providing technical assistance, training, and marketing support to the Reseller.
The seventh section, titled 'Confidentiality,' emphasizes the importance of maintaining the confidentiality of any information shared between the parties during the course of the agreement.
The eighth section, titled 'Intellectual Property,' addresses the use of intellectual property rights related to the products and specifies the Reseller's obligations in relation to these rights.
The ninth section, titled 'Liability,' clarifies the limitations of liability for both parties and highlights the Reseller's responsibility to obtain adequate insurance cover.
The tenth section, titled 'Termination of this Agreement,' outlines the conditions under which either party can terminate the agreement and specifies the actions to be taken upon termination.
The eleventh section, titled 'Force Majeure,' addresses the parties' obligations in the event of force majeure circumstances that may affect the performance of the agreement.
The twelfth section, titled 'General,' includes various general provisions, such as restrictions on assignment, the relationship between the parties, and the governing law of the agreement.
The thirteenth section, titled 'No Rights under Contracts for Third Parties,' clarifies that third parties do not have the right to enforce any terms of the agreement.
The fourteenth section, titled 'Arbitration and Proper Law,' specifies the jurisdiction and proper law applicable to any disputes arising from the agreement.
The fifteenth section, titled 'Notices and Service,' outlines the requirements for giving notices under the agreement, including the methods of delivery and the addresses of the parties.
The sixteenth section, titled 'Appendix A Company's Terms of Sale,' provides additional terms and conditions related to payment, delivery, and warranty.
In summary, the Reseller Agreement is a comprehensive document that covers all aspects of the relationship between the Company and the Reseller. It ensures that both parties have a clear understanding of their rights and obligations, and provides a framework for the successful resale of the Company's products within the specified territory.
1. Review the entire Reseller Agreement to familiarize yourself with its contents and understand the importance of the document.
2. Pay close attention to the definitions provided in the 'Interpretation' section to ensure a common understanding of key terms used throughout the agreement.
3. Understand the appointment and term of the agreement as outlined in the 'Appointment and Term' section, including the duration of the agreement and the conditions for termination.
4. Familiarize yourself with the Reseller's obligations regarding the purchase of products, including meeting purchase targets and maintaining sufficient stock, as detailed in the 'Purchase of Products' section.
5. Review the responsibilities outlined in the 'Sale of the Products' section to understand the Reseller's role in promoting and selling the products within the territory.
6. Ensure compliance with the Reseller's general duties, such as providing after-sales service and conducting business ethically, as specified in the 'Reseller's General Duties' section.
7. Understand the Company's general rights and duties, including the provision of technical assistance and marketing support, as outlined in the 'Company's General Rights and Duties' section.
8. Maintain confidentiality of any information shared between the parties, as emphasized in the 'Confidentiality' section.
9. Adhere to the obligations regarding intellectual property rights, as specified in the 'Intellectual Property' section.
10. Understand the limitations of liability for both parties, as outlined in the 'Liability' section, and ensure adequate insurance cover is obtained.
11. Familiarize yourself with the conditions for termination of the agreement, as detailed in the 'Termination of this Agreement' section, and be prepared to take the necessary actions upon termination.
12. Consider the provisions related to force majeure circumstances in the 'Force Majeure' section and understand the parties' obligations in such situations.
13. Review the general provisions in the 'General' section to understand the overall framework of the agreement.
14. Be aware that third parties do not have the right to enforce any terms of the agreement, as stated in the 'No Rights under Contracts for Third Parties' section.
15. Understand the jurisdiction and proper law applicable to any disputes arising from the agreement, as specified in the 'Arbitration and Proper Law' section.
16. Follow the requirements for giving notices under the agreement, as outlined in the 'Notices and Service' section, to ensure effective communication between the parties.
17. Refer to the 'Appendix A Company's Terms of Sale' for additional terms and conditions related to payment, delivery, and warranty.
18. Seek legal advice if needed to ensure full compliance with the Reseller Agreement and to address any specific concerns or questions.