Geographic Reseller Agreement

EXCLUSIVE GEOGRAPHIC RESELLER AGREEMENT

This Exclusive Geographic Reseller Agreement ("Agreement") is made as of [DATE] between:

[YOUR COMPANY NAME], a [STATE] corporation ("Vendor")
and
[RESELLER COMPANY NAME], a [COUNTRY] corporation ("Geographic Reseller")

RECITALS

WHEREAS, Vendor develops and markets [PRODUCT];
WHEREAS, Geographic Reseller has expertise and presence in [TERRITORY];
WHEREAS, Vendor desires to expand into [TERRITORY] through Geographic Reseller;
WHEREAS, Geographic Reseller desires exclusive rights to resell in [TERRITORY];

NOW, THEREFORE:

1. DEFINITIONS

1.1 "Territory" means [SPECIFIC COUNTRIES/REGIONS] as detailed in Exhibit A.
1.2 "Products" means Vendor's software and services per Exhibit B.
1.3 "Exclusive Rights" means Geographic Reseller is the sole authorized reseller in Territory, subject to Section 2.2.

2. GRANT OF EXCLUSIVE RIGHTS

2.1 Exclusivity. Vendor grants Geographic Reseller the exclusive right to:
   - Market and sell Products in the Territory
   - Appoint sub-resellers with Vendor approval
   - Use Vendor's trademarks in the Territory
   - Provide first-line customer support

2.2 Vendor Reserved Rights. Vendor retains the right to:
   - Sell directly to enterprise accounts (>[$500K] deal size) with commission to Geographic Reseller
   - Fulfill existing customer contracts that expand into Territory
   - Sell through online channels with [10%] commission to Geographic Reseller

2.3 Performance Requirement. Exclusivity is conditional upon Geographic Reseller meeting minimum revenue targets per Section 6.

3. TERRITORY EXPANSION

3.1 Initial Territory. Exclusivity begins with [COUNTRY/REGION].

3.2 Expansion Option. Geographic Reseller may expand to additional territories by:
   - Achieving [120%] of revenue targets in current Territory
   - Demonstrating market development capability
   - Providing expansion business plan
   - Mutual written agreement

3.3 Available Territories. Future expansion possibilities include [LIST].

4. PRICING AND PAYMENTS

4.1 Wholesale Pricing. Geographic Reseller purchases at [50%] of Vendor's list price (in USD).

4.2 Currency. Invoices in [USD/EUR/LOCAL CURRENCY]. Exchange rate locked at time of purchase order.

4.3 Retail Pricing. Geographic Reseller sets local retail pricing, considering:
   - Local market conditions
   - Competitive landscape
   - Vendor's recommended pricing guidance
   - Compliance with minimum advertised price (if applicable)

4.4 Payment Terms. [Net 30] from invoice; [2% 10 Net 30] early payment discount available.

4.5 Price Adjustments. Vendor may adjust wholesale pricing annually with [90 days] notice.

5. ORDERS AND INVENTORY

5.1 Minimum Orders. Geographic Reseller shall purchase minimum of [$50,000] per quarter.

5.2 Forecasting. Geographic Reseller provides rolling [6-month] forecast by [15th] of each month.

5.3 Order Fulfillment. Vendor ships within [10 business days] of order acceptance.

5.4 SaaS/Cloud Products. For subscription products, licenses provisioned within [2 business days].

6. PERFORMANCE MILESTONES

6.1 Revenue Targets:
   - Year 1: [$250,000] minimum
   - Year 2: [$500,000] minimum
   - Year 3: [$1,000,000] minimum

6.2 Market Development:
   - Build sales team of at least [3] certified reps by Month [6]
   - Establish local support capability by Month [12]
   - Execute minimum [4] marketing campaigns per year
   - Achieve [10] customer references by Year 1 end

6.3 Failure to Perform. If targets are missed:
   - Year 1: Warning and performance improvement plan
   - Year 2: Territory may convert to non-exclusive
   - Year 3: Vendor may terminate Agreement

7. LOCALIZATION AND COMPLIANCE

7.1 Product Localization. Geographic Reseller shall:
   - Translate marketing materials into [LANGUAGE]
   - Provide localized documentation (Vendor provides base content)
   - Adapt sales collateral for local market
   - Costs shared [50/50] for translations over [$10,000]

7.2 Regulatory Compliance. Geographic Reseller responsible for:
   - Local business licenses and registrations
   - Tax compliance and reporting
   - Data privacy laws (GDPR, etc.)
   - Import/export regulations
   - Industry-specific certifications

7.3 Vendor Assistance. Vendor shall provide:
   - Technical documentation for compliance
   - Support for major certifications
   - Legal review of local terms (at Vendor's discretion)

8. MARKETING AND BRAND

8.1 Marketing Requirements. Geographic Reseller shall:
   - Maintain website in local language featuring Products
   - Execute minimum [4] campaigns annually (webinars, events, digital)
   - Attend major industry tradeshows in Territory
   - Generate minimum [100] qualified leads per quarter

8.2 Marketing Development Funds (MDF). Vendor provides:
   - [5%] of revenue as MDF for approved campaigns
   - Additional [5%] for co-branded events
   - Reimbursement upon proof of execution

8.3 Brand Guidelines. Geographic Reseller shall:
   - Follow Vendor's brand guidelines
   - Submit materials for approval before publication
   - Position Products per Vendor's messaging
   - Not disparage competitors in violation of local laws

9. SUPPORT AND SERVICES

9.1 Tier 1 Support (Geographic Reseller):
   - Local language support during [BUSINESS HOURS]
   - Response time: [24 hours] for standard, [4 hours] for urgent
   - Knowledge base and self-service portal
   - Escalation to Vendor for Tier 2 issues

9.2 Tier 2/3 Support (Vendor):
   - English language support
   - Product bugs and defects
   - Architecture and scalability
   - [24/7] coverage for Severity 1 issues

9.3 Professional Services. Geographic Reseller may:
   - Provide implementation services (retain 100% of fees)
   - Offer training (retain 100% of fees)
   - Resell Vendor's professional services at [40%] margin

10. INTELLECTUAL PROPERTY

10.1 Vendor IP. All rights to Products and trademarks remain with Vendor.

10.2 Geographic Reseller IP. Geographic Reseller retains rights to:
   - Localized content and translations
   - Local customer relationships
   - Sales methodologies and processes

10.3 Trademark License. Limited license to use Vendor marks in Territory for promoting Products only.

11. CONFIDENTIALITY AND NON-COMPETE

11.1 Confidential Information. Each party protects:
   - Pricing and discounts
   - Customer lists
   - Product roadmaps
   - Business strategies

11.2 Non-Compete (During Term). Geographic Reseller shall not:
   - Resell competing products in the same category
   - Develop competitive software
   - Actively recruit Vendor's customers for competing solutions

11.3 Post-Termination. Non-compete survives for [12 months] after termination.

12. TERM AND TERMINATION

12.1 Initial Term. [3 years] from Effective Date.

12.2 Renewal. Auto-renews for [1-year] periods unless terminated with [180 days] written notice.

12.3 Termination for Cause:
   - Failure to meet Year 2 or Year 3 revenue targets
   - Material breach uncured within [60 days]
   - Bankruptcy or insolvency
   - Violation of exclusivity (selling outside Territory)

12.4 Effect of Termination:
   - Exclusive rights terminate immediately
   - Geographic Reseller may service existing customers for [12 months]
   - Vendor may recruit customers or appoint new reseller
   - Geographic Reseller returns all Vendor confidential materials

12.5 Transition. Vendor may require Geographic Reseller to:
   - Introduce customers to new reseller or Vendor
   - Transfer support contracts
   - Provide customer data (with customer consent)

13. LIABILITY AND INDEMNIFICATION

13.1 Vendor Indemnity. Vendor indemnifies Geographic Reseller against IP infringement claims related to Products.

13.2 Geographic Reseller Indemnity. Geographic Reseller indemnifies Vendor against:
   - Claims arising from Geographic Reseller's services
   - Violations of local laws
   - Unauthorized use of Vendor's trademarks

13.3 Limitation of Liability:
   - NO INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES
   - LIABILITY CAPPED AT AMOUNTS PAID IN PRIOR [12 MONTHS]

14. GENERAL PROVISIONS

14.1 Governing Law. [STATE/COUNTRY] law, excluding conflict of law rules.

14.2 Dispute Resolution. Disputes escalated to executives; if unresolved, binding arbitration in [LOCATION].

14.3 Force Majeure. Neither party liable for delays due to circumstances beyond reasonable control.

14.4 Entire Agreement. This supersedes all prior agreements.

14.5 Amendment. Amendments must be in writing signed by both parties.

IN WITNESS WHEREOF:

VENDOR:                                GEOGRAPHIC RESELLER:
[YOUR COMPANY NAME]                    [RESELLER COMPANY NAME]

Signature: _____________________       Signature: _____________________
Name:                                  Name:
Title:                                 Title:
Date:                                  Date:

---

EXHIBIT A: TERRITORY DEFINITION
[Detailed geographic boundaries]

EXHIBIT B: PRODUCTS
[List of products included]

EXHIBIT C: PRICING SCHEDULE
[Wholesale pricing in applicable currency]

EXHIBIT D: PERFORMANCE MILESTONES
[Detailed targets and metrics]