Reseller Agreement in France: Template, Key Clauses and Local Law (2026)

A reseller agreement in France is a contract where a reseller buys products or services and resells them in its own name and for its own account. That is the key distinction from a commercial agent: a reseller takes title and price risk, while an agent negotiates or concludes sales for a principal. The difference decides whether the protective agency rules apply, so the first job when drafting is to confirm you really have a reseller and not an agent in disguise. This page explains what belongs in a French reseller agreement, the local-law points that change the draft, and a simple outline. It is general information, not legal advice. ## Reseller or agent: why the label matters in France A commercial agent in France enjoys strong statutory protection under Articles L. 134-1 and following of the Commercial Code, including an end-of-contract indemnity that can reach two years of commission. A genuine reseller is generally outside that regime, because it buys and resells rather than acting for a principal. French courts look at the substance, not the label, so if the reseller has no stock risk and simply passes orders through, there is a requalification risk. Make the buy-sell nature explicit. ## Local-law points that shape a French reseller agreement - Abrupt termination. Article L. 442-1, II of the Commercial Code sanctions ending an established commercial relationship without reasonable written notice. A long reseller relationship can qualify, so set a notice period that reflects its length and the reseller's dependence.

• Pre-contract disclosure (Loi Doubin). Where the supplier makes a trade name or trademark available in return for an exclusivity or near-exclusivity commitment, Article L. 330-3 of the Commercial Code requires a pre-contract information document at least 20 days before signing. Exclusive reseller deals can fall within this.
• Resale price maintenance is prohibited. You may suggest a resale price, but you cannot impose a minimum or fixed resale price. That is a restrictive practice under French competition law and Article 101 of the Treaty on the Functioning of the European Union.
• Significant imbalance. Article L. 442-1, I of the Commercial Code allows damages where one party imposes obligations creating a significant imbalance, and Article 1171 of the Civil Code strikes one-sided non-negotiated clauses in standard forms. ## Key clauses in a French reseller agreement ### Appointment and territory Define the products, the territory and whether the appointment is exclusive, sole or non-exclusive. If exclusive with a trademark, remember the Loi Doubin disclosure. ### Buy-sell terms State that the reseller buys for resale in its own name, set pricing to the reseller (not the resale price), and cover order, delivery and payment terms. ### Resale conditions You can set quality, branding and after-sales standards, but not a minimum resale price. Keep any guidance on pricing clearly non-binding. ### Minimum purchase and targets Set volume targets and the consequences of missing them, framed as purchase commitments rather than resale obligations. ### Intellectual property and brand use License the trademarks for resale and marketing, with quality control and clear limits. ### Warranties and liability Allocate product warranty, keep carve-outs for fraud and gross fault, and respect Article 1170 of the Civil Code on essential obligations. ### Term, termination and notice Use reasonable notice to respect Article L. 442-1, II, and address stock buy-back and run-off on termination. ### Data and governing law If personal data is shared, add Article 28 GDPR terms. Choose governing law, language and the forum; note the Toubon Law for any consumer-facing materials. ## A simple reseller outline for France 1. Parties and definitions

2. Appointment, products and territory
3. Exclusivity and Loi Doubin disclosure if applicable
4. Buy-sell pricing and ordering
5. Resale conditions (no imposed minimum price)
6. Purchase targets
7. Trademark licence and brand standards
8. Warranties and liability
9. Data protection if relevant
10. Term, termination and reasonable notice
11. Post-termination stock and run-off
12. Governing law, language and disputes ## Common mistakes to avoid - Setting a minimum or fixed resale price, which breaches competition law.

• Drafting a reseller deal that looks like agency, risking requalification and an indemnity claim.
• Missing the Loi Doubin pre-contract disclosure on exclusive trademark deals.
• A no-notice termination clause that ignores the abrupt-termination rule. ## Keeping a reseller network under control Reseller networks generate many near-identical contracts, each with its own territory, exclusivity, targets and renewal date, and a single inconsistent clause can create competition or termination risk across the whole channel. Holding every reseller agreement in one workspace, with territories, exclusivity flags, notice periods and price terms visible and tracked, makes the network far easier to govern and keep consistent. Adira is one AI workspace to draft, review, track and govern contracts; its depth outside India is on its roadmap, so verify French coverage before relying on it for a France-governed channel. More at Adira.