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

Is a reseller agreement legal in the United States? Yes. A reseller agreement, where a supplier authorises a reseller to sell its products or services to end customers, is a standard and lawful commercial contract in the United States. It is binding as an ordinary contract, but it sits under federal antitrust law, which limits how far a supplier can control the reseller's prices and territory. Most reseller terms are freely negotiable; the pricing and exclusivity clauses are where US law bites. This is general information, not legal advice. For a reseller program across states or with pricing controls, ask a licensed US attorney. ## What US law applies to a reseller agreement The contract itself is governed by the state common law you choose. The constraints come from antitrust law. ### Resale price maintenance

Under the Sherman Act, an agreement that sets the price a reseller may charge is judged by the rule of reason after the Supreme Court's decision in Leegin Creative Leather Products v. PSKS (2007), not treated as automatically illegal. That means minimum resale price agreements can be lawful if they are not anticompetitive on balance, but they remain risky. Importantly, some states go further: a few, such as Maryland, treat resale price maintenance as illegal per se under state law, so a nationwide program has to account for the strictest state. A supplier can usually set a maximum resale price or suggest a price, but dictating a minimum is the danger zone. ### Price discrimination The Robinson-Patman Act restricts a supplier from charging different prices to competing resellers for the same goods where it harms competition. It is enforced unevenly but still live. ### Territory and customer restrictions Exclusive territories and customer allocations are generally judged by the rule of reason and are often lawful, but blanket bans can raise antitrust concerns, especially among competitors. ### Other If the reseller looks more like a franchise (fees plus a marketing system plus a trademark licence), state franchise laws and the FTC Franchise Rule may apply, which is a different and heavier regime. ## Key clauses in a US reseller agreement ### Appointment and exclusivity State whether the reseller is exclusive or non-exclusive, and in what territory or market segment. Define the territory precisely. ### Products and pricing Set the supplier's price to the reseller and how the reseller prices to end customers. For the resale price, suggested pricing is safer than a mandated minimum; get antitrust advice before any minimum price term. ### Orders, delivery, and payment Cover how the reseller orders, delivery terms, title and risk transfer, invoicing, and payment. ### Trademark and marketing licence Grant a limited licence to use the supplier's marks for resale, with brand guidelines and quality controls. ### Obligations and targets Set the reseller's duties (support, training, minimum purchase or sales targets) and the supplier's duties (supply, product information, training). ### Warranties, returns, and support Say who stands behind the product to the end customer, how warranty claims flow, and the returns policy. ### Intellectual property and confidentiality Confirm the supplier keeps its IP, and protect pricing and customer information both ways. ### Limitation of liability and indemnity Cap liability and allocate third-party claims, including product liability and IP infringement. ### Term and termination Set the term, renewal, termination for cause and convenience, and what happens to inventory and pending orders on termination. ### Governing law and disputes Choose one state's law and a forum. ## A simple US reseller agreement skeleton 1. Parties and effective date 2. Definitions 3. Appointment, territory, and exclusivity 4. Products and ordering 5. Pricing to reseller and resale pricing 6. Delivery, title, and payment 7. Trademark and marketing licence 8. Reseller and supplier obligations; targets 9. Warranties, returns, and support 10. Intellectual property and confidentiality 11. Limitation of liability and indemnification 12. Term and termination; inventory on termination 13. Compliance (antitrust, anti-bribery, export) 14. Governing law and dispute resolution 15. General terms ## Points worth negotiating Be careful with resale pricing: a suggested or maximum price is far safer than a mandated minimum, and a nationwide program must respect states that ban minimum resale price maintenance outright. Define the territory and any exclusivity precisely, because vague grants cause disputes. Negotiate termination notice and what happens to unsold inventory. Clarify who carries product liability and warranty obligations to the end customer, and make the indemnities match that split. ## Where a single contract workspace helps A reseller program is rarely one agreement; it is many resellers, each with its own territory, pricing schedule, targets, and renewal date, all of which have to stay consistent and compliant. An AI contract workspace is built for exactly that: each agreement becomes a structured clause tree, positions are marked favourable, neutral, or unfavourable to your company, and renewal and target dates surface automatically. Adira is one such workspace. Adira is India-first today, and deeper United States jurisdiction coverage is on its roadmap, so for US reseller programs treat it as a drafting and tracking aid and confirm antitrust and franchise questions with a US attorney. The clauses above do not change; a workspace just makes them easier to manage across a channel.