What is a Reseller Agreement?

This template is written for suppliers, manufacturers, distributors and resellers, so that both sides can see what was promised, what it costs, and what happens if circumstances change.

18 details are captured across 6 areas: parties and contact details, scope and deliverables, payment and financial terms, dates, timing and duration, confidentiality and intellectual property, and legal protections and risk. Together they fix what the supplier owes the buyer, measured in unit ordereds rather than in adjectives.

Where these agreements go wrong, it is usually exclusivity granted with no minimum volume attached to it rather than a defect in the boilerplate. Business agreements tend to fail at the edges — deadlock between owners, automatic renewals nobody diarised, and liability caps that turn out to sit above the value of the contract.

Fill in the form and the reseller agreement assembles as you type, so you can read the finished wording before you download it. The draft is a starting point built on standard contract structure — it is not legal advice, and for a high-value or unusual arrangement it is worth having an attorney check it against the rules in your state.

What matters most in a reseller agreement

Where risk and title pass

Use recognised trade terms and state when title and risk transfer. This determines who bears loss in transit and who insures it.

Product liability and recall

Allocate responsibility for defective product claims and the cost of a recall, and require adequate product liability cover.

Termination and remaining stock

Say what happens to unsold inventory and outstanding orders when the agreement ends — buy-back terms avoid a stranded distributor.

When you need a reseller agreement

  • Before the supplier starts: Put the reseller agreement in place before anyone relies on it. An agreement signed after work has begun is far harder to enforce on the terms you actually intended.
  • When risk needs allocating: Decide who carries which risk and who insures it before an incident rather than after one. Afterwards, both readings of the silence are self-serving.
  • When the run-off period for stock still in the channel at termination has value: Where something is still owed after each delivery, that obligation needs its own words. Anything expected to survive the end of the agreement has to say so.
  • When money changes hands: Record what the buyer owes, when each unit ordered falls due, and what follows a late payment. These are the clauses relied on most often and left vague most often.
  • When replacing an earlier arrangement: Issue a fresh reseller agreement when the original terms no longer reflect what the parties actually do. Amending informally leaves two inconsistent records of one relationship.
  • When the supplied goods needs defining: Write down what is included and what is not. A specific description is what turns an extra request into a chargeable variation rather than an argument.

What to include in a reseller agreement

This generator collects 18 details. Here is what each group covers and why it matters when the document is relied on.

Parties and contact details

Get these right before anything else. A dispute over the supplied goods is unwinnable if the document names a party that does not legally exist.

Supplier Name
The legal name of the supplying entity responsible for delivery and product conformity.
Supplier Address
The supplier's address for orders, notices and returns.
Buyer Name
The full legal name of the purchaser who will take ownership on completion.
Buyer Address
The buyer's address, used on title and registration paperwork as well as for notices.

Scope and deliverables

Measure the supplied goods rather than describing it. A scope stated in unit ordereds can be checked at each delivery; one stated in adjectives cannot.

Purpose of Agreement
Why the parties are entering into the agreement. This helps a court interpret ambiguous clauses in line with the parties' actual intent.
Products or Services
The goods or services supplied, identified by specification, model or catalogue reference.
Performance Standards
The measurable standard the work must meet — response times, quality levels or service metrics.

Payment and financial terms

Write key figures out in full and name the currency. Where the price depends on a count of unit ordereds, record that count as you go rather than reconstructing it at invoice time.

Commercial Terms
The core business terms — volumes, discounts, rebates, minimum commitments and review points.
Pricing
The unit prices or rate card, plus how and when prices may be revised.
Payment Terms
The invoicing cycle, payment window, accepted methods and consequences of non-payment.
Limitation of Liability
The cap on each party's financial exposure. Note that liability for fraud, death or personal injury generally cannot be excluded.

Dates, timing and duration

Use calendar dates, not relative triggers. "On approval" cannot be located on a calendar, which means it cannot be used to show that anyone is late.

Effective Date
The date the agreement takes effect. This can differ from the signature date, and it is the date obligations start running from.
Delivery Timeline
Lead times and delivery windows, plus what counts as a late delivery and the remedy for it.

Confidentiality and intellectual property

State the territory, media, term and exclusivity of anything licensed. An unbounded licence is a transfer that was priced as a licence.

Confidentiality Obligations
The duty to keep information private, who it may be shared with internally, and the standard of care required.
Intellectual Property Rights
Who owns the IP created under the agreement, and what licence the other party receives.

Legal protections and risk

These are the clauses nobody reads until something goes wrong, at which point they are the only clauses that matter.

Warranties
The promises each party makes about quality, title and authority, and how long they last.
Termination Rights
The circumstances in which each party may end the agreement, distinguishing termination for convenience from termination for breach.
Governing Law
The legal system that applies and the courts that will hear any dispute.

Completing this reseller agreement

Signing and keeping it

Every party named should sign and date, and each should keep their own copy. Electronic signatures are valid for the great majority of agreements — retain the audit trail showing who signed and when.

Keeping the version straight

Date the document and mark superseded drafts clearly. Two unlabelled versions in circulation is a surprisingly common cause of genuine, honest disagreement.

Defining each delivery

Say what has to be true for each delivery to have happened and who confirms it. An undefined completion test is the reason obligations sit open long after the work is finished.

Recording where this applies

If the parties are in different states, name which state's law applies and where any dispute would be heard. Adding one line now avoids a preliminary argument later.

Checking the consents

Where a landlord, lender, insurer or licensing body has to approve the arrangement, obtain that approval before each delivery rather than assuming it will follow as a formality.

Common mistakes to avoid

  1. Late payment with no consequence. If nothing happens when the buyer pays late, late payment becomes the norm. Interest on overdue sums plus a right for the supplier to suspend gives the clause teeth.
  2. Deposits with no agreed status. Say whether a deposit is refundable, what it secures, and what happens to it if the arrangement ends early. Deposit disputes are among the most common of all.
  3. Skipping the notice details. Say where notices go, in what form, and when they count as received. Agreements fail at this point more often than at the clauses people actually negotiate.
  4. Verbal instructions on top of a written contract. Once instructions start being given by phone or in passing, the written agreement stops describing the arrangement. Confirm changes in writing the same day.
  5. Leaving the run-off period for stock still in the channel at termination to good faith. Good faith is not a plan. Write down what happens after each delivery, because that is the point at which the parties' interests stop being aligned.

How to use this reseller agreement generator

  1. Fill in the form. Enter the 18 details requested. Where an entry depends on a count — unit ordereds, dates, amounts — put the number in rather than a description of it. Nothing is sent to a server — the document is assembled in your browser.
  2. Read the preview. Check the preview against the specification the goods are measured against. Where the two disagree, the document is the version that will be relied on, so fix it here.
  3. Download and sign. Download in either format and circulate for signature. Diarise the dates the document creates, particularly anything that has to happen before each delivery.

Reseller Agreement — frequently asked questions

Should a distribution agreement be exclusive?

Only where the distributor commits to something in return. Exclusivity is valuable, so it should be matched with minimum volume targets, marketing obligations and a right to withdraw exclusivity — or terminate — if the targets are missed. Granting an open-ended exclusive territory with no performance conditions is how suppliers end up locked out of their own markets.

When is a reseller agreement treated as complete?

At each delivery — but only if the document says what has to be true for that point to have been reached and who confirms it. Without a test, the supplier considers the obligation discharged while the buyer is still waiting, and neither reading is unreasonable on the wording.

Can a reseller agreement be changed after signing?

Only by agreement, and the change should be recorded in writing and signed by both sides. Once amendments start being made by phone or in passing, the written document stops describing the arrangement, which defeats the purpose of having one.

Which state's law should govern this reseller agreement?

Choose a state with a genuine connection to the parties or the subject matter — where a party is based, or where the work or property is located. A choice with no connection at all may not be respected, and for property or employment the local state's rules will often apply regardless of what the contract says.

Who owns the work produced under this agreement?

Whoever the agreement says owns it — and if it says nothing, the creator generally does. Paying for work does not transfer copyright by itself. If ownership is meant to pass to the client, the assignment clause needs to say so expressly, and it is common to make the transfer conditional on payment in full.

How long do the confidentiality obligations last?

Ordinary commercial information is usually protected for a fixed period of two to five years after the agreement ends, while genuine trade secrets are often protected for as long as they stay secret. Whichever you choose, state expressly that the confidentiality clause survives termination — otherwise the protection ends with the contract.

Can liability be limited to any amount?

Within limits. Parties can cap ordinary commercial liability, and a cap set against contract value or insurance cover is normal. But liability for fraud, death and personal injury generally cannot be excluded, and a cap so low it makes the obligations meaningless may be struck down as unreasonable.

Does a business contract need to be signed by a director?

It needs to be signed by someone with authority to bind the entity. For a company that is typically a director or an officer with delegated authority; for an LLC, a manager or authorised member. If you are unsure, ask for evidence of authority before relying on the signature.