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

A reseller agreement lets one business (the reseller) buy a supplier's products or software and sell them on to end customers, usually in a defined territory and often under the supplier's brand. It sets pricing and margin, the territory, trademark use, targets, support duties and what happens when the deal ends. In Saudi Arabia, reseller and distribution deals carry a local wrinkle most generic templates miss: who is allowed to resell, and whether the arrangement must be registered. Getting this right at the start avoids a contract that cannot be performed as written. ## When you need a reseller agreement Use one when a local partner will sell your products or software into the Saudi market, or when you are the local partner taking on a foreign brand. A reseller buys and resells on its own account. That is different from an agent, who sells in the principal's name for a commission, and the difference changes which rules apply. ## Saudi law you need to know General contract rules come from the Civil Transactions Law (Royal Decree No. M/191, in force from 16 December 2023), which confirms freedom of contract and good faith, read with principles of Sharia. The area that shapes reselling specifically is commercial agency and distribution: - Commercial Agencies Law. The framework rests on the Commercial Agencies Law (issued under Royal Decree No. 11 of 1382H) and its regulations, administered by the Ministry of Commerce. A new Commercial Agencies Law has been under discussion but, as reported through 2026, had not yet replaced the existing framework, so confirm the current position before relying on any reform.

• Who can be a reseller or agent. Under the existing framework, acting as a commercial agent or distributor in the Kingdom has generally been limited to Saudi nationals and companies, and GCC nationals in some cases. Foreign suppliers typically appoint a qualified local partner rather than resell directly.
• Registration. Commercial agency and distribution arrangements are registered with the Ministry of Commerce. Registration affects enforceability and practical rights, so plan for it.
• No interest (riba) and language. Avoid interest-based penalties; Arabic governs before Saudi courts and government bodies; state a prevailing language for bilingual contracts.
• VAT and disputes. VAT is 15 percent (ZATCA). Disputes go to the commercial courts or arbitration, often under the Saudi Center for Commercial Arbitration (SCCA). ## Key clauses in a Saudi reseller agreement ### Appointment and exclusivity State the products, the territory and whether the reseller is exclusive, non-exclusive or sole. Define reserved accounts if any. ### Pricing, margin and payment Set how the reseller is priced (buy price or discount off list), payment terms, currency and VAT. Avoid interest-based late fees. ### Trademark and brand use Grant a limited licence to use the supplier's trademarks for resale only, with brand guidelines and no rights after termination. ### Targets and support Any minimum purchase or sales targets, plus marketing, training and support each side provides. ### Competition and resale conduct Be careful with resale price maintenance and territorial restrictions; keep restraints reasonable and lawful. ### Term, termination and post-termination Term, renewal, termination rights, run-off of stock and customer handover. Address any registration consequences on termination. ### Governing law and disputes Name Saudi law and choose commercial courts or SCCA arbitration with a defined seat and language. ## A simple Saudi reseller agreement template outline 1. Parties and effective date

2. Definitions
3. Appointment, products and territory
4. Exclusivity and reserved accounts
5. Pricing, margin, payment and VAT
6. Orders, delivery and title
7. Trademark and brand licence
8. Targets, marketing and support
9. Compliance (including registration and local-partner rules)
10. Warranties and product liability
11. Term and termination
12. Post-termination (stock, customers, brand)
13. Confidentiality
14. Governing law (Saudi Arabia) and disputes
15. General terms and signature blocks ## How to draft and review one well Settle the local-partner and registration question first; it decides whether the rest of the contract can work as written. Keep pricing, territory and trademark terms precise, and check any resale-price or territory restriction for competition risk. Track the term, renewal and target dates so reviews happen on time. ## Draft, review and track a reseller agreement in one workspace Reseller deals tie together pricing schedules, brand rules, targets and renewal dates that often scatter across files. Adira is an AI legal operating system that keeps drafting, clause-level review and version history in one place, so the agreement and its schedules stay linked. Adira is India-first today; deeper Saudi Arabia jurisdiction support, including commercial agency rules, is on its roadmap, so treat Saudi-specific drafting as a starting point to confirm with local counsel. See the approach at Adira. This article is general information, not legal advice. Confirm the current Commercial Agencies Law, registration and local-partner rules with a qualified Saudi lawyer before you sign.