As part of our technology and data practice, we provide customer reseller agreements services.

Businesses often utilize customer or reseller agreements without even knowing it. These agreements govern the business relationships as well as responsibilities of each of the parties. They are helpful in establishing the groundwork as well as setting out the terms by which companies and customers will interact with each other. In addition, businesses entering into agreements including technology and software should especially take precautions.

Reseller Agreements

Businesses can grow quickly with use of third party resellers. However, entering into a resale business requires protection. Resale agreements should include provisions that provide protections to both the business owner and the party reseller. Reseller relationships come in many types and forms, such as:

  • Value Added Resellers

  • Retailers

  • Affiliates

  • Drop Shippers

The type of provisions and considerations that should be included in reseller agreements include, for example:

  • Scope

  • Price Terms, MAP, UPP

  • Exclusivity or non-exclusive provisions

  • Territory Authorizations

  • Confidentiality

  • Warranties and Liabilities Limitations

  • Intellectual Property Right Protections

  • Indemnification and Indemnity Clauses

  • Severability

Therefore, parties to these agreements should seek the advise of an experienced attorney. Our firm provides advice to businesses as well as resellers for protection of rights, liabilities, and compliance with laws. We review, negotiate and draft reseller and customer agreements of all types, including software and SaaS reseller and distributor agreements.

Software as a Service (SaaS) Reseller

SaaS agreements for resellers include a software service provider granting a reseller rights to contract with customers as principal for the provider. These agreements can become complicated and require skill in drafting to ensure protection of all parties involved.

Reseller Agreements and Intellectual Property Protection

Businesses typically allow the use of their trademarks, copyrights, and other intellectual property rights by third party resellers. However, companies should include provisions in agreements and contracts to provide protection of their IP rights. Provisions should include ownership rights, use guidelines, breach, as well as term of use authorized.

We perform intellectual property diligence audits to determine a company’s range of rights and needs for protection, as well as for business valuation. These audits provide a foundation for drafting proper legal agreements to authorize third parties to use, distribute, and/or resell business assets.

Additional Insights Customer & Reseller Agreements

For more information on customer & reseller agreements and legal issues, see our Legal Insights and Industry Solutions pages.