RESELLER AGREEMENT
This Reseller Agreement (the "Agreement") is entered into as of [Effective Date] (the "Effective Date"), by and between:
[Party A], a corporation ("Supplier"), and
[Party B], a corporation ("Reseller").
The Reseller buys the Products, or is authorized to resell them. This is not a referral arrangement and not an agency. The Reseller cannot bind the Supplier.
1. Products and territory. The products are [products] (the "Products"). The territory is [territory]. The appointment is not exclusive. The Supplier may appoint other resellers and may sell directly in the territory.
2. Reseller role. The Reseller purchases the Products or receives authority to resell them, and then sells to customers as this Agreement allows. It does not earn a fee merely for an introduction. It has no authority to bind the Supplier, to change the Supplier's terms, or to make a warranty, price, or promise in the Supplier's name.
3. Orders. The Reseller will send written orders. The Supplier may accept or reject an order. An accepted order is binding for that shipment or subscription term and follows this Agreement. The Reseller contracts with the customer in the Reseller's own name. The Supplier is not a party to that contract and is not bound by extra terms in it.
4. Payment. The Reseller will pay the Supplier the fees on the Supplier's then-current reseller price list, unless an accepted order states another amount. The Reseller sets the price it charges the customer. That price does not change the amount the Reseller owes the Supplier. Payment is due within 30 days after invoice.
5. License and access. The Supplier sells goods. Any software in the goods is licensed, not sold, and only so the buyer can use the goods. The Reseller gets no other license in the Supplier's intellectual property, except the right to resell the goods in the territory while this Agreement is in effect.
6. Branding. The Reseller may use the Supplier's name and marks only to market and resell the Products in the territory, in the form the Supplier provides or approves. It will not register a confusingly similar mark. When this Agreement ends, it will stop that use except to identify stock it is still allowed to sell.
7. Warranties. The Supplier warrants that the Products will materially match the published description, for 90 days after delivery of goods or during a paid subscription term. The Reseller will pass that warranty through and will not add a broader warranty in the Supplier's name. Warranties that can lawfully be disclaimed are disclaimed.
8. Support. The Reseller gives the customer first-response support. The Supplier will help the Reseller on product issues the Reseller cannot reasonably resolve, during the Supplier's published hours.
9. Indemnity. The Supplier will defend the Reseller against a third-party claim that the Products, as provided by the Supplier, infringe that party's intellectual property, and will pay damages finally awarded or a settlement the Supplier approves. The Reseller will defend the Supplier against a claim arising from the Reseller's marketing, from customer terms the Supplier did not approve, or from a change the Reseller made. The protected party will give prompt notice and reasonable cooperation.
10. Termination and transition. Either party may end this Agreement on 30 days' written notice, or sooner if the other does not cure a material breach within 15 days after notice. The Reseller will stop new sales. Accepted orders and current subscription terms run to their stated end. The Reseller will introduce active customers to the Supplier and provide the order records needed to continue service. The Supplier may deal directly with those customers afterward.
11. Governing Law. This Agreement is governed by the laws of Delaware, without regard to conflict of laws principles. Any legal suit, action, or proceeding relating to this Agreement must be instituted in the state or federal courts located in Delaware, and each Party irrevocably submits to the exclusive jurisdiction of those courts.
12. General. This Agreement is the entire agreement on its subject. It may be amended only in a writing signed by the Parties, and it may be signed in counterparts, including electronic copies. If a part is unenforceable, the rest stays in effect.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
Supplier: [Party A]
By: ________________________________
Name: [Signatory]
Title: [Title]
Reseller: [Party B]
By: ________________________________
Name: [Signatory]
Title: [Title]
