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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 Reseller.

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Document Description

The SaaS Reseller Agreement is a legal document that outlines the terms and conditions between the company (referred to as Party 1) and the reseller (referred to as Party 2) for the reselling of SaaS products in a specific territory. The document begins by highlighting the importance of extending sales to the territory and the willingness of the reseller to resell the products listed in Schedule 1.


The agreement is divided into several sections, each addressing different aspects of the agreement. The interpretation section defines key terms used throughout the document, such as business day, customer, end user license agreement, resell rights, intellectual property, materials, products, territory, and trademarks.


The appointment and term section states that Party 1 appoints Party 2 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 notice period of 3 months.


The order requirements section specifies that Party 2 must place orders for the products by providing accurate and complete information about the customer and the specific product required. Party 1 has the right to accept or reject each order on reasonable grounds.


The payment section states that Party 1 will provide Party 2 with a monthly statement of the fees earned, and Party 2 must notify Party 1 of any errors within 7 days. Party 1 will pay the fees within 30 days of receiving payment from the customer.


The grant of license section grants Party 2 a non-exclusive, non-transferable license to use the products for evaluation, demonstration, and training purposes. Party 2 must not sell, transfer, or modify the products.


The sale of the products section outlines Party 2's responsibilities to publicize and promote the products in the territory, while refraining from seeking orders from customers outside the territory or establishing branches outside the territory.


The reseller's rights and restrictions section states that Party 2 has the right to resell subscriptions to the products directly to customers for their own use, but cannot sublicense or transfer the products to third parties.


The reseller's general duties section outlines Party 2's obligations to obtain approval for advertisements, comply with instructions, conduct business responsibly, maintain qualified staff, participate in promotional activities, and report any complaints or disputes.


The company's general rights and duties section states that Party 1 will provide technical assistance, training, marketing materials, and advertising for the products in the territory.


The confidentiality section requires Party 2 to treat confidential information as confidential and not disclose it without consent. Party 2 may disclose relevant parts of the confidential information to customers for promotional purposes.


The intellectual property section confirms Party 1's ownership of the intellectual property rights in the products and grants Party 2 a license to use the company's software. Party 2 must notify Party 1 of any infringement and take reasonable action to address it.


The liability section states that Party 1 does not provide any warranty for the products, and both parties shall obtain adequate insurance cover.


The termination of this agreement section allows either party to terminate the agreement for breach of terms or other specified reasons. Upon termination, Party 2 must stop using the resell rights and repurchase any unsold products from Party 1.


The force majeure section provides that neither party shall be liable for any delay or non-performance of obligations due to force majeure.


The general section includes provisions regarding assignment, independent contractor status, notices, waivers, invalid provisions, amendments, entire agreement, third-party rights, arbitration, and proper law.


The notices and service section specifies the requirements for giving notice under the agreement, including the language of the notice and the method of delivery.


The document concludes with the signatures of the authorized representatives of Party 1 and Party 2.

How to use this document?

1. Obtain a copy of the SaaS Reseller Agreement.

2. Read and understand the entire agreement, paying attention to the definitions and key terms provided in the interpretation section.

3. Familiarize yourself with the appointment and term section, which outlines the initial term of the agreement and the notice period for termination.

4. Review the order requirements section to understand the process of placing orders for the products and Party 1's right to accept or reject orders.

5. Understand the payment terms outlined in the payment section, including the provision for monthly statements and the notification period for errors.

6. Take note of the grant of license section, which specifies the rights and restrictions of Party 2 in using the products.

7. Review the responsibilities outlined in the sale of the products section, including the promotion of the products in the territory and the restrictions on seeking orders outside the territory.

8. Understand the rights and restrictions of Party 2 as a reseller, as stated in the reseller's rights and restrictions section.

9. Familiarize yourself with the general duties of Party 2 outlined in the reseller's general duties section.

10. Take note of the company's general rights and duties, including the provision of technical assistance, training, and marketing materials.

11. Understand the confidentiality obligations outlined in the confidentiality section and the permitted disclosure of confidential information.

12. Review the intellectual property section to understand Party 1's ownership of the products and the license granted to Party 2.

13. Consider the liability provisions, including the absence of warranties and the requirement for adequate insurance cover.

14. Understand the termination provisions, including the circumstances under which either party can terminate the agreement and the obligations upon termination.

15. Take note of the force majeure provision, which excuses non-performance due to unforeseen circumstances.

16. Review the general provisions, including those related to assignment, independent contractor status, notices, waivers, invalid provisions, amendments, entire agreement, third-party rights, arbitration, and proper law.

17. Understand the requirements for giving notice under the agreement, including the language and method of delivery.

18. Seek legal advice if needed to ensure full compliance with the terms and conditions of the SaaS Reseller Agreement.

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