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SaaS Reseller Agreement


This document can be used as a SaaS Reseller Agreement / B2B contract / SaaS Agreement template that enables a reseller to resell Company's SaaS software and services to his customers in his territory. The Reseller earns a profit margin between the prices. The Agreement is drafted in favour of the Company.

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Document Description

The SaaS Reseller Agreement is a legal document that outlines the terms and conditions between the company and the reseller for the reselling of SaaS products in a specific territory. The agreement highlights the importance of extending sales to the territory and appointing the reseller as the exclusive reseller for the products in that territory. It also mentions that the reseller may market and resell other products, as long as they do not compete with the company's products.


The agreement begins with an interpretation section, defining key terms used throughout the document. It clarifies that a business day refers to a day when banks are open for business in the territory, and customer refers to the end-user of the product. It also mentions the end user license agreement, which governs the use of the product between the customer and the company. Other important terms defined in this section include resell rights, intellectual property, materials (if applicable), products, territory, and trademarks.


The agreement then outlines the appointment and term of the reseller. It states that the company appoints the reseller as its exclusive reseller for the products in the territory for an initial term. The agreement will continue in full force and effect until terminated by either party with a written notice. The reseller is required to place orders for the products and provide accurate and complete information about the customers. The company has the right to accept or reject each order on reasonable grounds.


Payment terms are also specified in the agreement. The company will provide the reseller with a monthly statement of fees earned, and the reseller must notify the company of any errors within a specified timeframe. The company will pay the fees within a certain timeframe after receiving payment from the customer. If the company refunds any money to a customer, the reseller may be required to repay a portion of the fees.


The agreement grants the reseller a non-exclusive, non-transferable license to use the products for evaluation, demonstration, and training purposes. However, the reseller is prohibited from selling, transferring, or sublicensing the products, as well as reverse engineering or modifying them. The reseller must also comply with usage instructions and not use the products for unlawful purposes.


The agreement outlines the reseller's responsibilities, including promoting and publicizing the products in the territory, providing after-sales service, and not competing with the company's products. The reseller must also comply with the company's instructions, conduct business ethically, and submit business plans and sales forecasts as required. The reseller is responsible for any warranties or representations made to customers, and the company shall have no liability in this regard.


The company has certain rights and duties as well. It must provide technical assistance, training, and marketing materials to the reseller. The company may also advertise the products in the territory as it sees fit. If the reseller requires training, the company will provide it. The company also has the right to remove certain geographical areas or categories of customers from the territory if the reseller fails to perform its obligations.


Confidentiality is an important aspect of the agreement. The reseller must treat all confidential information provided by the company as confidential and not exploit or disclose it without the company's consent. The reseller may disclose relevant parts of the confidential information to customers and potential customers to promote the sale of the products.


The agreement addresses intellectual property rights, stating that the company owns all intellectual property rights in the products and materials. The reseller must not contest or dispute this ownership and must notify the company of any infringement or claim related to the intellectual property. The reseller is also prohibited from using the trademarks in a manner that may cause confusion or infringe on the company's rights.


Liability is addressed in the agreement, with the company disclaiming any warranties and limiting its liability for any damages resulting from its performance or non-performance of obligations. The reseller is required to maintain insurance coverage for public and products liability, as well as workers' compensation or employer's liability.


The agreement includes provisions for termination, allowing either party to terminate the agreement if the other party breaches its obligations. Upon termination, the reseller must stop using the rights, return company property, and fulfill certain obligations. The company may repurchase unsold products from the reseller and cancel unfulfilled orders.


The agreement also includes clauses for force majeure, general provisions, and the proper law governing the agreement. It specifies that any disputes shall be resolved through arbitration. The agreement concludes with a section on notices and service, stating how notices should be given and where they should be sent.


Overall, the SaaS Reseller Agreement is a comprehensive document that outlines the rights, responsibilities, and obligations of both the company and the reseller in the reselling of SaaS products in a specific territory.

How to use this document?

To use the SaaS Reseller Agreement effectively, follow these steps:


1. Familiarize yourself with the agreement: Read the entire agreement carefully to understand its terms and conditions.

2. Identify the territory: Determine the specific geographical area covered by the agreement.

3. Understand the appointment and term: Note the initial term of the agreement and the conditions for termination.

4. Place orders accurately: When placing orders for the products, provide all requested information accurately and ensure it reflects bona fide orders received from customers.

5. Comply with payment terms: Review the payment terms and ensure timely payment of fees.

6. Use the products within the granted license: Understand the limitations and restrictions on using the products, including evaluation, demonstration, and training purposes.

7. Promote and publicize the products: Use your best efforts to publicize and promote the products within the territory.

8. Provide after-sales service: Establish a prompt and efficient after-sales service for customers who have purchased the products.

9. Maintain confidentiality: Treat all confidential information provided by the company as confidential and do not exploit or disclose it without the company's consent.

10. Comply with intellectual property rights: Respect the company's intellectual property rights and do not contest or dispute their ownership.

11. Maintain insurance coverage: Obtain and maintain the required insurance coverage for public and products liability, as well as workers' compensation or employer's liability.

12. Understand termination provisions: Familiarize yourself with the conditions for termination and the obligations that arise upon termination.

13. Seek legal advice if needed: If you have any questions or concerns about the agreement, consult with a legal professional to ensure compliance and understanding.


Remember, the guidance provided here is a summary and should not be considered legal advice. It is important to review the agreement in its entirety and consult with a legal professional for specific guidance related to your situation.

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