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Reseller agreement template

A reseller agreement appoints a business to sell a vendor's software or IT services to its own customers in an agreed territory. It covers whether the reseller is exclusive, prices and payment, sales targets, support and what happens to existing customers when the agreement ends. A vendor uses one for each reseller, with the products and any reserved accounts in a schedule.

Made by DocuWeave. Use at your own discretion.

What changes each time

14 values. Everything else is your wording, kept exactly.

The parties

  • Date of agreement
  • Vendor's company name, number and registered office
  • Reseller's company name, number and registered office

The appointment

  • Territory of the appointment
  • Exclusive or non-exclusive
  • Products

Prices and support

  • Payment timing
  • Support split
  • Notice periods

Targets and restrictions

  • Minimum sales per year
  • Reserved territories or customer groups
  • Named accounts the vendor keeps

Liability and ending

  • Liability cap
  • Treatment of existing customers

The rules it usually needs

Written in plain English when the template is set up.

  • One of several wordings

    “Appoint the reseller as non-exclusive or exclusive.”

    The appointment clause reads as the chosen option.

  • Only when…

    “Include the exclusivity clause only when the reseller is exclusive”

    The clause stopping the vendor appointing another reseller or actively marketing in the territory appears, with an optional exception for named accounts.

  • Only when…

    “Include a limit on selling to reserved customers only when the reseller is exclusive”

    The clause appears, and the reserved territories and customer groups are listed in the schedule.

  • Only when…

    “Include a sales targets clause only when the reseller is exclusive”

    The clause appears saying the vendor's only remedy for missed targets is to make the appointment non-exclusive.

  • Only when…

    “Include a non-compete clause only when it is agreed”

    The clause appears, limited to five years from the date of the agreement.

  • One of several wordings

    “Limit liability to the amounts paid in the period, or to a fixed sum.”

    The liability clause reads as the chosen option.

  • One of several wordings

    “At the end, let existing customer subscriptions continue until renewal, or transfer existing customers to the vendor or another reseller.”

    The end-of-agreement clause reads as the chosen option.

  • Only when…

    “Include minimum sales in the schedule only when the reseller is exclusive”

    The minimum sales appear as a sum or a number of seats a year.

  • Only when…

    “Include named accounts the vendor keeps only when there are any”

    The list appears in the schedule.

Questions people ask

What is a reseller agreement?

A contract under which a vendor lets another business sell its software or IT services to customers, usually for a margin or commission.

What is the difference between a reseller and a distributor?

A reseller sells the vendor's product to end customers. A distributor buys goods in bulk and resells them. This agreement is written for software and IT services.

Does the reseller have to be exclusive?

No. It supports both. The exclusivity clauses, targets and reserved accounts appear only if you choose exclusive.

What happens to customers when the agreement ends?

You choose: existing subscriptions can carry on until they renew, or the customers can move to the vendor or another reseller.

Can the vendor stop the reseller selling competing products?

There is an optional non-compete clause. It lasts no more than five years from the date of the agreement.

Use this template

It opens in DocuWeave as a template you can check, change and publish. Nothing is used until you do.