Reseller Agreement Template and Key Clauses (2026)

What is a reseller agreement, and when do you need one? A reseller agreement is a contract that lets one party, the reseller, buy or access a company's products or services and sell them on to end customers, usually under agreed terms on price, territory, branding and support. It is the backbone of channel sales: software vendors, hardware makers and service providers use resellers and channel partners to reach customers they could not reach alone. The agreement sets how the reseller is paid or what margin it keeps, what it may promise customers, and how the brand and intellectual property are protected. You need a reseller agreement whenever another business sells your product to its own customers. It differs from a distributor agreement, where the distributor usually takes title to physical stock, holds inventory and resells down a supply chain, and from an agency agreement, where the agent sells in your name and you contract directly with the customer. A reseller typically contracts with the end customer itself, which is why the clauses on who owns the customer relationship, who sets the price, and who carries liability are the ones that matter most. This article is general guidance, not legal advice. Reseller arrangements engage competition, consumer-protection, tax and data rules that vary by jurisdiction, so have a qualified professional review any agreement before you rely on it. ## Reseller agreement template Copy the block below and fill the bracketed fields. ```

RESELLER AGREEMENT This Reseller Agreement ("Agreement") is made on [DATE] BETWEEN: [SUPPLIER NAME], [address] ("Supplier") AND [RESELLER NAME], [address] ("Reseller") 1. APPOINTMENT The Supplier appoints the Reseller to market and resell the Products / Services ("Products") to end customers in the Territory, on a [non- exclusive / exclusive] basis. The Reseller is an independent business, not an agent, employee or partner of the Supplier. 2. TERRITORY AND CHANNEL The Territory is [TERRITORY]. The Reseller may sell [direct to end customers / through named segments only] and will not actively solicit outside the Territory. 3. PRICING AND MARGIN The Supplier will supply at [the reseller price list in Schedule 1 / a discount of [X]% off list]. The Reseller sets its own resale price to customers, unless law requires otherwise. [Any recommended retail price is a recommendation only and not binding.] 4. ORDERS AND PAYMENT The Reseller orders per Schedule 1. Payment terms are [N] days from invoice. Title and risk pass [on delivery / on payment], as applicable. 5. RESELLER OBLIGATIONS The Reseller will: (a) promote the Products actively and honestly; (b) make no claims beyond the Supplier's approved materials; (c) keep trained staff; (d) meet any minimum targets in Schedule 2; and (e) follow the Supplier's brand guidelines. 6. SUPPLIER OBLIGATIONS The Supplier will supply the Products, provide approved sales and training materials, and give the agreed level of product support. 7. INTELLECTUAL PROPERTY AND BRAND USE The Supplier grants a limited, revocable licence to use its marks and materials only to resell the Products under this Agreement. The Reseller gains no other rights in the Supplier's IP, and all goodwill stays with the Supplier. 8. CUSTOMER RELATIONSHIP AND DATA The [Reseller / Supplier] owns the end-customer contract. Each party handles personal data as applicable law requires and only as needed to perform this Agreement. 9. WARRANTIES AND SUPPORT Product warranties are as set out in Schedule 3. The Reseller will not give warranties beyond these on the Supplier's behalf. Support is split per Schedule 3. 10. LIABILITY AND INDEMNITY Each party indemnifies the other for loss caused by its own breach. The Reseller indemnifies the Supplier for claims from its own additional promises to customers. Liability caps and exclusions are in Schedule 4. 11. TERM AND TERMINATION This Agreement runs for [N] years and renews unless either party gives [N] days notice. Either party may terminate for material breach not cured within [N] days, or on insolvency. On termination the Reseller stops using the marks and the parties handle open orders per Schedule 5. 12. GOVERNING LAW AND DISPUTES This Agreement is governed by the laws of [jurisdiction], with disputes subject to [arbitration seat / courts]. Signed for the Supplier: __________ Signed for the Reseller: __________ Name / title / date Name / title / date

- **Pricing (clause 3).** State the reseller's buy price or discount off list, and confirm the reseller sets its own resale price. Be careful: in many places a supplier cannot dictate a binding minimum resale price, so keep any recommended price clearly non-binding.
- **Customer relationship and data (clause 8).** Decide who owns the end-customer contract and the customer data. In a reseller model the reseller usually owns the customer, but this should be explicit, especially for renewals and data-protection duties.
- **Warranties and support (clause 9).** Split responsibility clearly: what the supplier warrants, what the reseller may say, and who handles first-line support. Resellers get into trouble by promising more than the supplier stands behind. ## Key clauses explained, and how each side negotiates them - **Exclusivity and targets.** The reseller wants an exclusive territory or segment; the supplier grants it only against minimum sales targets, with the right to remove exclusivity if targets are missed.
- **Margin and price protection.** The reseller wants a margin that survives supplier price changes, protection on stock it holds if the supplier cuts prices, and clarity on rebates. The supplier wants flexibility to change list prices.
- **Who owns the customer.** The reseller wants to own the customer relationship and renewals it created. The supplier may want the right to contact end customers for product and safety reasons, and to step in if the reseller leaves.
- **Liability for extra promises.** The supplier wants an indemnity for anything the reseller promised beyond the approved warranty. The reseller wants that limited to its own conduct, with the supplier standing behind the product itself. ## Common mistakes to avoid - Confusing reseller, distributor and agent, which leads to wrong terms on title, pricing and who contracts with the customer.
- Setting a binding minimum resale price, which competition law restricts in many jurisdictions.
- Leaving ownership of the end customer and the data unstated, which causes disputes at renewal.
- Letting the reseller give warranties the supplier never agreed to back.
- Granting exclusivity with no targets and no way to claw it back. ## A note on jurisdiction Reseller rules vary by jurisdiction. In India, a reseller agreement is a contract under the Indian Contract Act, 1872; resale pricing and exclusivity are tested under the Competition Act, 2002, which looks at vertical restraints on an effects basis; and consumer sales engage the Consumer Protection Act, 2019, plus the applicable goods-and-services tax. In the EU, UK and many other markets, fixing a binding minimum resale price is treated as a serious competition breach, while recommended and maximum prices are usually allowed. Data-protection duties also differ by market. Because these rules differ, treat resale price, exclusivity and data obligations as jurisdiction-specific rather than assuming one rule fits all, and say "varies by jurisdiction" where you are unsure. Last verified October 2026. ## Where a contract workspace helps A template gets you a solid reseller agreement. The ongoing work is keeping pricing, territory and warranty terms consistent across many resellers, reviewing each new partner contract for terms that clash with competition law, tracking renewal dates and target reviews, and governing versions as the channel grows. One AI workspace tuned to how your channel sells can hold all of it. [Adira](https://adiralaw.com) is a single workspace that can flag a binding-price or exclusivity term worth a second look. This template alone is enough to put a fair reseller agreement in place; the workspace keeps drafting, review and tracking connected.