Reseller agreement template

A reseller agreement sets out the terms under which one party sells another's products or services to end customers. Get the terms right upfront, and you create a repeatable foundation for a long commercial relationship. Get them wrong, and you'll be renegotiating them under pressure when a dispute has already started.

This free reseller agreement template gives you a solid starting point. The rest of this guide covers what the agreement should include, the clauses that tend to cause the most friction, what to watch for when you're reviewing a counterparty's draft, and how teams managing reseller agreements at scale can do it more efficiently.

What is a reseller agreement?

A reseller agreement is a contract between a supplier and a reseller that governs the reseller's right to sell the supplier's products or services to third parties. It differs from a straightforward sales contract in that it's designed to govern an ongoing commercial relationship rather than a single transaction.

Reseller agreements are common in software and technology, where the reseller model is firmly established. A software vendor might appoint multiple resellers to extend its distribution without building its own sales infrastructure in every market. The reseller, in turn, earns margin on the deals it closes and may provide additional services like implementation, support, or training alongside the product itself.

The agreement is typically accompanied by an order form for individual transactions and may reference other documents like a data processing agreement or statement of work. But the reseller agreement itself is the foundational document — the one that defines what the relationship looks like before any deal is done.

It's closely related to a distribution agreement, though there are practical differences in scope, exclusivity, and the degree of control the supplier retains over pricing and end-customer relationships. If you're unsure which structure suits your arrangement, it's worth taking qualified legal advice before committing to either form.

What should a reseller agreement include?

The specifics will vary depending on your industry, the nature of the product, and whether the arrangement is exclusive, but most reseller agreements will need to address the following:

Scope of appointment

‍What exactly is the reseller authorized to sell, and in which territories? Whether the appointment is exclusive or non-exclusive matters a great deal to both sides and should be explicit.

An exclusive arrangement limits the supplier's ability to appoint other resellers or sell direct in the same territory, so it typically comes with minimum revenue commitments or performance targets.

Pricing, fees, and payment terms

‍How the reseller is compensated varies significantly across different reseller models. Some agreements set a wholesale price with the reseller free to determine its own margin; others fix the resale price.

The agreement should be clear on payment timelines, invoicing requirements, and what happens if payments are late. Check out our guide to contract payment terms for more guidance.

Intellectual property

The supplier's IP, including trademarks, product names, and software, doesn't transfer to the reseller just because they're authorized to sell it.

The agreement should define how the reseller is permitted to use the supplier's brand and materials, and under what circumstances that permission can be withdrawn.

Term and termination

How long does the appointment last, and what triggers termination?

Both parties usually want the right to terminate for cause: a material breach, insolvency, or regulatory breach by the other party. Suppliers often also want a right to terminate for convenience, which resellers may resist if they've invested in building a customer base around the product.

For a more thorough breakdown of these topics, check out the following guides:

• How to set and track contract duration
• How to terminate a contract
• Contract discharge vs termination: what's the difference?

Minimum commitments and performance

If the supplier is granting exclusivity, they'll almost always want minimum purchase or revenue commitments in return.

These should be defined precisely, along with the consequences of missing them, whether that's a loss of exclusivity, step-down pricing, or termination rights.

Data protection

If the reseller handles personal data in the course of selling or supporting the product, the agreement needs to address how that data is processed and who bears responsibility for compliance. A separate DPA is common where data flows are complex.

Confidentiality

‍Both parties will share commercially sensitive information, including pricing, customer lists, roadmaps, and sales strategies. A confidentiality clause should define what's protected and for how long, including obligations that survive termination.

Dispute resolution

‍The agreement should specify which jurisdiction's laws govern it and how disputes will be handled. For cross-border arrangements, this is particularly important and worth getting right before the agreement is signed.

Common mistakes to avoid when drafting a reseller agreement

Leaving exclusivity undefined or ambiguous. "Exclusive" means different things depending on whether it applies to a territory, a customer segment, a channel, or the product line as a whole. Contractual ambiguity here is a reliable source of disputes. Define it precisely, including any carve-outs for direct sales to named accounts.

Not linking performance to exclusivity. Granting exclusivity without minimum commitments gives the reseller little incentive to invest in selling the product, while locking the supplier out of the market. If exclusivity is on the table, it should come with measurable obligations and clear remedies if those obligations aren't met.

Inadequate IP protections. Resellers routinely use supplier branding, marketing materials, and product documentation. Without clear guidelines on permitted use, and explicit statements that the supplier retains ownership, you create avoidable risk around brand misuse and unauthorized adaptations.

Vague termination provisions. A termination clause that simply says "either party may terminate on 30 days' notice" without addressing what happens to outstanding orders, customer commitments, or inventory creates transition problems. Think through the wind-down before you sign, not during it.

Overlooking sub-reseller arrangements. Many resellers want the ability to appoint distributors or sub-resellers of their own. If the agreement is silent on this, disputes about whether they can will arise. Be explicit about whether sub-reselling is permitted, and if so, what obligations flow down.

Not addressing the end-customer relationship. In many reseller models, the supplier has no direct relationship with the end customer. The agreement should clarify who owns that relationship, whether the supplier can contact customers directly, and what happens to those relationships if the reseller agreement is terminated.

What to watch for when reviewing a reseller agreement you've been sent

If you're the reseller reviewing a supplier's draft, a few areas deserve particular attention.

1. Auto-renewal clauses

‍Many supplier-drafted agreements include automatic renewal on the same terms unless notice is given within a specified window.

If you've grown the business significantly on their behalf, you want to be able to renegotiate before you're locked in for another term. Check notice periods carefully.

2. Unilateral price change rights

‍Suppliers sometimes reserve the right to change wholesale pricing on relatively short notice. Depending on your own customer commitments, this could be difficult to absorb. Look for provisions that give you adequate notice and, ideally, the right to terminate without penalty if pricing changes materially.

3. Audit rights

‍Suppliers frequently include the right to audit the reseller's records to verify sales figures and compliance with minimum commitments. Broad audit rights exercised frequently are commercially disruptive. Consider negotiating limits on frequency, notice periods, and who bears the cost.

4. Liability caps and indemnities

‍Who bears responsibility if a customer makes a claim arising from the product? In a well-balanced agreement, the supplier indemnifies the reseller against claims arising from defects in the product itself, while the reseller takes responsibility for claims arising from its own actions or representations.

Check whether the indemnity structure in the draft reflects this allocation. For more on how these provisions work in practice, Juro's guide to contract review is a useful reference.

5. Non-compete provisions

‍Some supplier agreements prevent the reseller from selling competing products. These can be commercially significant depending on your portfolio. Assess their scope and duration carefully, particularly if you're a multi-vendor reseller.

How teams manage reseller agreements at scale

Reseller agreements aren't one-off documents. For businesses that rely on channel partnerships for distribution, they're a recurring contract type that sales teams issue regularly, often against the clock.

The typical manual workflow introduces problems that compound as volume increases...

Version control breaks down. Legal becomes a bottleneck. Executed copies get lost. Post-signature obligations go unmonitored. The pattern is consistent enough that it shows up across very different industries.

Goldin, a US-based auction marketplace that agrees contracts with tens of thousands of sellers each year, found that before implementing Juro, sales reps were manually copying deal information from Salesforce into each contract, around ten agreements per rep per day.

"Manually entering all of the information for each and every contract was painful for the sales team, particularly at the scale these were being agreed," says Chris McFalls, who leads business and revenue operations at Goldin.

After moving to Juro, the company now saves over 3,000 hours on contracting annually across more than 20,000 contracts. You can read the full Goldin case study for more detail.

The problems Goldin faced aren't unique to auction marketplaces. They're the same ones legal and commercial teams encounter with any high-volume commercial contract type, including reseller agreements. Teams managing these at scale typically need three things.

A single, version-controlled template that legal owns and the commercial team can generate from without involving legal for every deal.

Juro's automated contract templates support conditional logic, which means different clauses can appear depending on whether the arrangement is exclusive, cross-border, or involves sub-reselling, without requiring the sales rep to make those decisions manually.

A negotiation workflow that keeps everything in one place. When the counterparty wants to propose changes, moving into email or Word creates version fragmentation and breaks the audit trail.

Juro's browser-native redlining and comment threads let both sides negotiate in the same document. For more on how contract negotiation works in Juro, the learn hub has a full breakdown.

Structured post-signature data. Minimum commitments, renewal dates, notice periods: these are the terms that matter after signing.

Storing agreements as searchable, structured data rather than static PDFs means legal and commercial teams can surface this information without manually reviewing every executed contract. Juro's intelligent repository makes this possible without manual tagging.

If you're managing reseller contracts across multiple territories and partners, book a demo to see how this works in practice, or join the Juro community to hear how other legal and commercial teams are approaching the same challenges.