Reseller Agreement: A General Guide

ContractsCounsel has assisted 74 clients with reseller agreements and maintains a network of 88 business lawyers available daily. These lawyers collectively have 13 reviews to help you choose the best lawyer for your needs. Customers rate lawyers for reseller agreement matters 5.0.

A reseller agreement is a legal contract between a manufacturer or supplier and a reseller, drafting the terms and conditions of the vital business association. This blog focuses on providing you with an enhanced understanding of reseller agreements, their key components, and how they can benefit a business. Let us have complete information about the reseller agreement below.

Key Components of a Reseller Agreement

A wholesaler or supplier frequently does not have restricted access to the reseller, which means that a company that provides the product or service may have multiple resellers at any time. To guarantee a smooth and mutually beneficial association, a reseller agreement should comprise essential components such as:

• Scope: Thoroughly define the products or services covered and any exclusivity and obstructions on the reseller’s rights.
• Comprehending Territory: Enumerate the geographic area where the reseller can sell the products or services to circumvent any quarrel with other resellers or marketing distribution channels.
• Pricing and Payment Terms: Define the pricing structure, payment systems, and any discounts or commissions applicable to the reseller. Thoroughly define the payment terms, including deadlines and any late payment penalties.
• Marketing and Promotions: Specify the marketing and promotional activities that both parties will tackle to support the sales attempts. Marketing campaigns, advertising materials, or co-branded collateral are included in this.
• Intellectual Property : Any intellectual property rights, trademarks, copyrights, and patents accompanied by the products or services being resold need to be addressed.
• Terms and Conditions: Give details about the duration of the agreement, renewal conditions, and termination clauses to safeguard the interest of both parties.

Crucial Considerations When Drafting a Reseller Agreement

There are a few considerations sellers should remember in a reseller concept. They are:

• Designing Territory: Under this agreement, the reseller obtains the right to sell the manufacturer’s products or services to customers, typically within a designated territory for the commercial sector.
• Transforming Agreement: A reseller agreement can be transformed, such as a distributorship agreement, value-added reseller (VAR) agreement, or authorized reseller agreement, depending upon the nature of the cooperation.
• Strategizing Agreement: In today’s world of business competition, A strategic partnership and alliance are vital in enforcing growth and inflating market reach. One such adaptation gaining acceptance is the reseller agreement.
• Trading Protocols: The document provides the reseller with the right to trade the product and specifies how and to whom the company can promote the product. A reseller agreement enables a business owner to retain authority over their brand while earning funds from other sources.
• Organizing Partnership: From the perspective of the organization that has developed the good or service and is inclined to partner with a reseller.
• Tailoring Interest: A decisive plan should be tailored to protect its highest interests; thus, a detrimental agreement becomes the need of the hour wherein both parties in the discussion can come up with the agreement's provisions to achieve a win-win outcome.
• Expanding Boundaries: A company with a growth strategy and actively expanding its product's geographical reach must devise a strategic plan to seek legal counsel to draft a reseller's agreement.
• Determining Nature: Determining the nature of the contractual connection between the seller or manufacturer of the item in question and the end consumer is necessary.
• Defining Responsibilities: The supplier and reseller must negotiate together to determine the level of authority and responsibilities the reseller will have to act on the supplier’s behalf. The specific features of the product sometimes define the essence of an association.

Dolan W.

Ryenne S.

Pura R.

Tabetha H.

Distribution Agreement vs. Reseller Agreement

Reseller’s agreements have a lot of similarities with distribution agreements, but they differ in the way final products stretch out to the customer. Unlike the distributor, resellers do not buy and collect the merchandise, but as an alternative, they consider themselves intermediaries between the manufacturer or supplier and the end consumers, taking the delegations while selling the product to the consumer. Some of the differences are as follows:

• Differing in Responsibilities: Resellers are completely responsible for the guarantee, distribution, and characterization made by the reseller’s agreement. At the same time, a distributor is a non-dependent entity that purchases products from different manufacturers at wholesale prices and is responsible for marketing, selling, and delivering the final products at the customer's end.
• Marketing Differences: Unlike distributors, the resellers do not take responsibility for marketing and promoting the products. Instead, their focus is on the retail aspect of the product, including the pricing, services, and providing the storefront online or physically.
• Controlling Degree: The most important difference between the distribution and reseller’s agreement is their degree of control and responsibility.
• Distributing Boundaries: The distribution agreement includes distributors who are more independent and can take on broader responsibilities; on the other hand, the reseller’s agreement involves a primary focus on selling a product without involving any explicit marketing or distribution duties.

Benefits of a Reseller Agreement

The following agreement offers several advantages for both resellers and manufacturers. Let us have a look into the details of it:

• Expanding Markets: For producers, resellers provide means of approach to new markets, customer segments, and marketing channels. Resellers, contrastingly, can clout established brands and product portfolios to enter a market swiftly.
• Increasing Sales and Revenue: Resellers can underwrite on their existing customer base and market proficiency to operate sales and initiate additional revenue streams. The reseller's sales force and customer relationship benefit the manufacturer, resulting in product visibility and sales volume.
• Saving Cost: resellers often make assumptions about the responsibility for marketing, inventory, management, and customer support, by reducing the operational cost of the manufacturer so that he can pivot on the core competencies, e.g., development and innovation of the product.
• Permitting Flexibility and Agility: A reseller agreement permits the manufacturer to swiftly reconcile market conditions and customer demands. Market trends and fluctuations can be handled more efficiently by partnering with manufacturers and resellers.

Key Terms for Reseller Agreements

• Reseller Agreement: A legal agreement between a supplier or manufacturer and a reseller defining the regulations and conditions upon which the reseller may sell the manufacturer's products or services.
• Minimum Sales Volume: The minimum number of services or goods a reseller must sell within a specified time frame to maintain their status as an authorized reseller, as defined in the reseller agreement.
• Territory Restriction: A clause in a reseller agreement that restricts the geographical area where a reseller may sell the maker's goods or services, ensuring exclusive use and preventing concurrence among resellers in the same region.
• Intellectual Property Rights: Intangible assets, such as intellectual property rights, copyrights, and patents, may be dealt with in a reseller agreement to guarantee that the reseller acknowledges and does not infringe on the company's intellectual property.
• Non-Compete Clause : An agreement that prohibits resellers from conducting activities that compete directly with the producer's goods or services, thereby protecting the maker's market share and avoiding interest disagreements between both sides.

Final Thoughts on Reseller Agreements

Reseller agreements deliver an impactful means for businesses to expand their availability in the market, boosting sales and vitalizing growth. To enhance or maximize the benefits of a reseller's agreement, consulting with legal and commercial lawyers becomes essential to ensure compliance with relevant laws and regulations. Creating the agreement with your nitty-gritty will specify and help foster a collaborative and mutually advantageous business.

If you want free pricing proposals from vetted lawyers that are 60% less than typical law firms, click here to get started. By comparing multiple proposals for free, you can save the time and stress of finding a quality lawyer for your business needs.

ContractsCounsel is not a law firm, and this post should not be considered and does not contain legal advice. To ensure the information and advice in this post are correct, sufficient, and appropriate for your situation, please consult a licensed attorney. Also, using or accessing ContractsCounsel's site does not create an attorney-client relationship between you and ContractsCounsel.

Need help with a Reseller Agreement?

Meet some of our Reseller Agreement Lawyers

Sunnita B.

Sunnita B.

Experienced sports and entertainment attorney. I specialize in contracts, business formation, licensing, wage disputes, negotiations, and intellectual property.

Faryal A.

Faryal A.

Ms. Ayub is an attorney licensed to practice in Texas. Before moving to the US, she has a number of years of experience in contract review, analysis and drafting. Ms. Ayub is available to help you with your legal problems, as well as filling LLC and other business entity formation documents. To know more about her practice, please visit https://ayublawfirmpllc.com/.

Sara S.

Sara S.

With over ten years of intellectual property experience, I’m happy to work on your contractual matter. I am very diligent and enjoy meeting tight deadlines. Drafting memoranda, business transactional documents, termination notices, demand letters, licenses and letter agreements are all in my wheelhouse! Working in a variety of fields, from construction to pharmaceutical, I enjoy resolving any disputes that come across my desk.

Bruce B.

Bruce B.

Bruce Burk practice is in the area of small business, labor and employment, contracts, real estate and civil litigation. Bruce has litigated over 40 trials as well as many appeals. He prioritizes client communication and satisfaction as well as delivering high quality work product.

Cory B.

Cory B.

Attorney Cory Barack specializes in business, real estate, probate, and energy law. He can help you with oil/gas leases, easements, property sales, drafting contracts and wills, setting up companies, and resolving disputes. He is licensed to practice law in Ohio and is located in Eastern Ohio.

Daehoon P.

Daehoon P.

Advised startups and established corporations on a wide range of commercial and corporate matters, including VC funding, technology law, and M&A. Commercial and Corporate Matters • Advised companies on commercial and corporate matters and drafted corporate documents and commercial agreements—including but not limited to —Convertible Note, SAFE, Promissory Note, Terms and Conditions, SaaS Agreement, Employment Agreement, Contractor Agreement, Joint Venture Agreement, Stock Purchase Agreement, Asset Purchase Agreement, Shareholders Agreement, Partnership Agreement, Franchise Agreement, License Agreement, and Financing Agreement. • Drafted and revised internal regulations of joint venture companies (board of directors, employment, office organization, discretional duty, internal control, accounting, fund management, etc.) • Advised JVs on corporate structuring and other legal matters • Advised startups on VC funding Employment Matters • Drafted a wide range of employment agreements, including dental associate agreements, physician employment agreements, startup employment agreements, and executive employment agreements. • Advised clients on complex employment law matters and drafted employment agreements, dispute settlement agreements, and severance agreements. General Counsel • As outside general counsel, I advised startups on ICOs, securities law, business licenses, regulatory compliance, and other commercial and corporate matters. • Drafted or analyzed coin or token sale agreements for global ICOs. • Assisted clients with corporate formations, including filing incorporation documents and foreign corporation registrations, drafting operating and partnership agreements, and creating articles of incorporation and bylaws. Dispute Resolution • Conducted legal research, and document review, and drafted pleadings, motions, and other trial documents. • Advised the client on strategic approaches to discovery proceedings and settlement negotiation. • Advised clients on employment dispute settlements.