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Reseller Agreement
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Prepared for:
[Reseller Company]

Prepared by:
[Sender Company]

Reseller Agreement

This Reseller Agreement (hereinafter referred to as the "Agreement") is entered and shall be effective as on [Effective Date] (hereinafter referred to as the "Effective Date")

By and between

[Company Name] (hereinafter referred to as the "Company"), having its place of business at [Company Address] and;

[Reseller Company] (hereinafter referred to as the "Reseller"), having its place of business at [Reseller Address].

WHEREAS the Company agrees and appoints the Reseller to resale, market, promote, [Mention other grant of rights, if any] the Company's products (hereinafter referred to as the "products")

Hereinafter, the Company and the Reseller shall be collectively referred to as the "Parties" and individually as the "Party".

THEREFORE, the Parties agree to comply with the terms and conditions as proposed below:

Terms and Conditions

1. Authorization

The Company authorizes and grants a special license to the Reseller to resale, market, promote, [Mention other grant of rights, if any] the products as agreed upon by the Parties hereto in the state of [State].

2. Payment Terms

For the Company to provide the Reseller with the products, the Company shall invoice the Reseller with an amount of $[Amount] as compensation for the products delivered. This amount shall be paid to the Company within [Number of Days] from the date of invoice. The Company shall only accept payment in [Mode of Payment] from the Reseller.

3. Obligations

The Reseller shall be responsible for the sales and promotions of the products. Furthermore, the Reseller shall provide the Company with the details about the promotions, sale pricing, customer details and other necessary information required by the Company in a timely manner.

4. Delivery Schedule

The Company shall dispatch and deliver the products within [Number] days upon receiving order from the Reseller. Failing to do so shall result in termination of the Agreement by the Reseller without any prior written notice.

5. Representation and Warranty

The Company hereby represents all the products as approved for the use under the jurisdiction laws of the state of [State], and warrants for the same to the Reseller.

However, if the Reseller receives any damaged products that do not match the description/expectation of the Reseller, the Reseller shall inform the Company in a written notice within [Number] days upon receiving such damaged products. The Company shall be responsible for replacing such damaged products.

If the Company fails to deliver the replacement within [Number] days upon receiving notice from the Reseller, the Reseller shall have the right to cancel or terminate the Agreement between the Parties without any prior written notice.

6. Term and Termination

The Agreement shall be enforceable as per the aforementioned Effective Date and shall continue to exist in perpetuity. This Agreement shall only be terminated with the written consent of both the Parties except as otherwise mentioned herein the Agreement.

7. Confidentiality

The Parties agree and acknowledge that during the term of this Agreement, the Parties shall have access to the other party's confidential information.

The Parties shall refrain from disclosing the aforementioned confidential information publicly or to any third party, including and not limited to any inadvertent disclosure, causing irreparable harm, loss, damage, or injury to the other Party.

8. Intellectual Property Rights

Nothing in this Agreement will function to transfer any of either Party's Intellectual Property rights to the other Party.

9. Title and Restrictions

The Reseller shall not have any right, title or interest in the products and cannot directly or indirectly change and/or modify the products.

10. Limitation of Liability

Neither Party shall be liable to the other party for any indirect, special, or consequential damages arising out of this Agreement.

11. Arbitration

In the event of any dispute arising in and out of this Agreement between the Parties, it shall be resolved by Arbitration. There shall be [Number of Arbitrators] Arbitrators which shall be appointed by [Party Name]. The venue of Arbitration shall be [Venue/Location of Arbitration] and the seat shall be [State]. The Arbitrators' decision shall be final and will be binding on both the Parties.

12. Miscellaneous

  1. Governing Law: The Agreement herein shall be governed by and construed with the jurisdiction laws of the state of [State]. 
  1. Inclination: The Parties must acknowledge that this Agreement hereinafter is solely for the benefit of the Parties undersigned.
  1. Notices: All notices to the Parties, digitally or physically, shall be addressed respectively through certified mailing address, email, or facsimile.
  1. Amendments: No modification or waiver of the provisions of this Agreement shall be valid or binding on either Party unless in writing and signed by both Parties.
  1. Force Majeure: Neither Party shall be liable for any loss or delay resulting from any force majeure event, including acts of God, fire, natural disaster, labor stoppage, war or military hostilities, or inability of carriers to make scheduled deliveries, and any payment or delivery date shall be extended to the extent of any delay resulting from any force majeure event.
  1. Relationship of Parties: It is hereby agreed that the Parties herein are Independent contractors and the relationship between both the Parties shall not constitute a partnership or a joint venture.
  1. Entirety: This Agreement and other annexures, therefore, constitute the entire Agreement between the Parties concerning the matter of subject hereof and thus, supersedes all prior Agreements, purchases, understandings, and negotiations, written or phonated, between the Parties.

Acceptance and Signature

In WITNESS WHEREOF, the undersigned Parties have duly executed the terms in this Agreement as of the aforementioned date.
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Free Reseller Agreement Templates

Do you have the perfect reselling business plan but don't know how to outline the Agreement for that? Check out our Reseller templates to start your way through.