SaaS Reseller Agreement

The SaaS Reseller Agreement is a legal document that outlines the terms and conditions between two parties: the company (Party 1) and the reseller (Party 2). The agreement is entered into with the intention 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 also covers the reseller's rights and restrictions, purchase of products, sale of products, confidentiality, intellectual property, liability, termination, and other general provisions.

 

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 permitted use of the product between the customer and the company.

 

The appointment and term section states that the company appoints the reseller as its exclusive reseller for an initial term, and the agreement will continue until terminated by either party with a written notice. It also outlines the reseller's obligations to place orders for products and the company's right to accept or reject those orders.

 

The purchase of products section states that the reseller must buy its entire requirements for products from the company at the company's current terms of sale and reseller list price. It clarifies that the agreement prevails in case of any conflict between the agreement and the company's terms of sale. It also mentions that the company is not obligated to supply products until it has received and accepted an order from the reseller.

 

The agreement provides the company with the right to withdraw or add items to the list of products and inform the reseller of any improvements or new products. It also specifies the minimum purchase target for products in the territory and the consequences if the reseller fails to achieve those targets.

 

The grant of license section grants the reseller a non-exclusive, non-transferable license to use the products for evaluation, demonstration, and training purposes. It outlines the reseller's obligations regarding the use and distribution of the products.

 

The sale of products section outlines the reseller's responsibilities to publicize and promote the products, not to advertise or seek orders outside the territory, and not to compete with the company's products. It also mentions the reseller's pricing authority and the terms of sale for customers.

 

The reseller's rights and restrictions section clarifies that the reseller's rights are non-transferable and non-sublicensable. It prohibits the reseller from rebranding, reframe, or controlling the products.

 

The agreement includes provisions for the reseller's general duties, such as providing after-sales service, complying with the company's instructions, conducting business responsibly and ethically, and participating in promotional and training activities.

 

The confidentiality section requires the reseller to treat confidential information provided by the company as confidential and not to disclose it without the company's consent. It allows the reseller to disclose relevant parts of the confidential information to customers and potential customers for promotional purposes.

 

The intellectual property section clarifies that the company owns all intellectual property rights in the products and materials. It prohibits the reseller from contesting or disputing that ownership and outlines the reseller's obligations regarding the use and protection of the intellectual property.

 

The liability section states that the company is not liable for any indirect, special, incidental, or consequential damages resulting from its performance or non-performance of obligations under the agreement. It also requires the reseller to obtain adequate insurance cover.

 

The termination section outlines the conditions under which either party can terminate the agreement, such as breach of terms, failure to achieve targets, conduct prejudicial to the company's interests, or insolvency. It specifies the actions to be taken upon termination, including the return of property, cancellation of unfulfilled orders, and repurchase of stock.

 

The agreement includes a force majeure clause, stating that neither party shall be deemed in breach of the agreement for any delay or non-performance of obligations due to force majeure.

 

The general provisions cover various aspects, such as the reseller's restrictions on assigning or sub-contracting obligations, the independent contractor relationship between the parties, the requirement for written notices, the waiver of rights, the severability of provisions, and the entire agreement between the parties.

 

The agreement concludes with a jurisdiction clause, stating that any disputes arising from the agreement shall be subject to arbitration and governed by the laws of the jurisdiction.

 

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

How to use this document?

To use the SaaS Reseller Agreement, follow these steps:

1. Review the agreement: Familiarize yourself with the terms and conditions outlined in the agreement, including the interpretation section, appointment and term, purchase of products, sale of products, confidentiality, intellectual property, liability, termination, and general provisions.

2. Customize the agreement: Modify the agreement as necessary to reflect the specific details of your business relationship with the reseller, such as the names and addresses of the parties, the territory, the products, and any additional terms or conditions.

3. Obtain legal advice: Consult with a legal professional to ensure that the agreement complies with applicable laws and regulations and adequately protects your rights and interests.

4. Negotiate and finalize the agreement: Collaborate with the reseller to negotiate any changes or additions to the agreement. Once both parties are satisfied with the terms, sign and date the agreement.

5. Implement the agreement: Communicate the terms of the agreement to relevant stakeholders within your organization and the reseller's organization. Ensure that both parties understand their rights and obligations under the agreement.

6. Monitor compliance: Regularly review the reseller's performance and adherence to the agreement. Address any issues or concerns promptly to maintain a successful business relationship.

7. Termination and renewal: If necessary, follow the procedures outlined in the agreement for termination or renewal. Provide the required notice period and take appropriate actions to conclude the agreement or extend its term.

Note: This guidance is provided for informational purposes only and should not be considered legal advice. It is recommended to consult with a legal professional for specific guidance tailored to your situation.