Reseller Agreement

RESELLER AGREEMENT

This Reseller Agreement ("Agreement") is entered into as of [DATE] ("Effective Date") by and between:

[YOUR COMPANY NAME], a [STATE] corporation with its principal place of business at [ADDRESS] ("Vendor")

and

[PARTNER COMPANY NAME], a [STATE] corporation with its principal place of business at [ADDRESS] ("Reseller")

RECITALS

WHEREAS, Vendor develops, markets, and sells [PRODUCT/SERVICE DESCRIPTION];
WHEREAS, Reseller desires to purchase and resell the Products to end customers;
WHEREAS, Vendor desires to appoint Reseller as a reseller of the Products;

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein, the parties agree as follows:

1. DEFINITIONS

1.1 "Products" means the software products and services listed in Exhibit A.
1.2 "Territory" means [GEOGRAPHIC REGION/WORLDWIDE].
1.3 "End Customer" means the ultimate purchaser of the Products for their own use.
1.4 "Documentation" means user manuals, specifications, and other materials provided by Vendor.

2. APPOINTMENT

2.1 Grant of Rights. Vendor hereby appoints Reseller as a [non-exclusive/exclusive] reseller of the Products in the Territory, and Reseller accepts such appointment.

2.2 Restrictions. This Agreement does not grant Reseller the right to:
   a) Modify, adapt, or create derivative works of the Products
   b) Sublicense reseller rights to third parties
   c) Sell outside the Territory without prior written consent
   d) Make representations contrary to Vendor's specifications

3. PRICING AND PAYMENT

3.1 Wholesale Pricing. Reseller shall purchase Products at the wholesale prices set forth in Exhibit B, subject to change with [30/60/90] days written notice.

3.2 Retail Pricing. Reseller may establish its own retail pricing, provided it adheres to any minimum advertised pricing (MAP) policies established by Vendor.

3.3 Payment Terms. Payment is due [Net 30/Net 60] from invoice date. Late payments accrue interest at [1.5%] per month.

3.4 Minimum Purchase. Reseller agrees to purchase a minimum of [AMOUNT] in Products per [quarter/year], or this Agreement may be terminated.

4. ORDERS AND DELIVERY

4.1 Purchase Orders. Reseller shall submit purchase orders specifying quantity, price, and delivery location.

4.2 Acceptance. Vendor may accept or reject orders within [5] business days.

4.3 Delivery. Vendor shall use commercially reasonable efforts to deliver within [TIMEFRAME]. Title and risk of loss pass upon delivery.

5. MARKETING AND BRANDING

5.1 Trademark License. Vendor grants Reseller a limited license to use Vendor's trademarks solely for marketing the Products, subject to Vendor's brand guidelines.

5.2 Marketing Materials. Vendor shall provide marketing collateral, which Reseller may customize with prior approval.

5.3 Co-Marketing. Parties may engage in joint marketing activities as mutually agreed in writing.

6. SUPPORT AND WARRANTIES

6.1 Vendor Support. Vendor shall provide [Tier 1/Tier 2] support directly to End Customers / through Reseller.

6.2 Reseller Obligations. Reseller shall:
   a) Provide first-line customer support
   b) Maintain trained personnel on Products
   c) Escalate technical issues to Vendor within [24 hours]

6.3 Warranties. Vendor warrants that Products will substantially conform to Documentation for [90 days] from delivery.

6.4 DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED, VENDOR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

7. TERM AND TERMINATION

7.1 Term. This Agreement begins on the Effective Date and continues for [1 year], automatically renewing unless either party provides [60 days] written notice.

7.2 Termination for Cause. Either party may terminate if:
   a) The other party materially breaches and fails to cure within [30 days]
   b) The other party files for bankruptcy or becomes insolvent

7.3 Effect of Termination. Upon termination:
   a) Reseller shall cease all use of Vendor trademarks
   b) Reseller may sell remaining inventory for [90 days]
   c) All outstanding payments become immediately due

8. CONFIDENTIALITY

8.1 Definition. "Confidential Information" includes pricing, customer data, technical specifications, and business plans.

8.2 Obligations. Each party shall:
   a) Protect Confidential Information with same care as its own
   b) Use only for purposes of this Agreement
   c) Not disclose except to employees with a need to know

9. LIMITATION OF LIABILITY

9.1 EXCLUSION. NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.

9.2 CAP. VENDOR'S TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNTS PAID BY RESELLER IN THE [12] MONTHS PRECEDING THE CLAIM.

10. GENERAL PROVISIONS

10.1 Governing Law. This Agreement shall be governed by the laws of [STATE], excluding conflict of law provisions.

10.2 Entire Agreement. This Agreement constitutes the entire agreement and supersedes all prior understandings.

10.3 Amendment. Amendments must be in writing and signed by both parties.

10.4 Assignment. Neither party may assign without prior written consent, except to a successor in a merger or acquisition.

10.5 Notices. Notices shall be sent to the addresses above via certified mail or email.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

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

By: _________________________          By: _________________________
Name:                                  Name:
Title:                                 Title:
Date:                                  Date:

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EXHIBIT A: PRODUCTS
[List of products and services included]

EXHIBIT B: PRICING
[Wholesale pricing schedule]

EXHIBIT C: TERRITORY
[Geographic territory definition]