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SaaS Reseller Agreement Template: Overview
1. Appointment
The Company grants Reseller non-exclusive distribution rights in the designated region to promote and sell the products, but it shall not be deemed as an exclusive agent.
The Company may sell the products on its own or through other channels.
2. Reseller Responsibilities
Resellers are required to promote products, use company-approved brand materials, and provide first-line customer support.
They are not allowed to use brands without authorization or make misleading promises.
3. Company Responsibilities
The Company provides training and promotional materials, and promptly notifies matters such as product removal.
4. Ordering and Delivery
Reseller place orders via email or cloud platforms, with the company setting a minimum order amount. Products are delivered online.
5. Payment Terms
This section specifies price change rights, payment due days, currency and payment modes.
6. Term and Termination
You can specify the initial term of the agreement, and the agreement will automatically renew for 1 year.
You can specify which party has the right to terminate the agreement in convenience, and either party can terminate immediately due to breach of contract or bankruptcy.
After termination, Reseller must stop using the brand and settle all payments.
7. Intellectual Property
All intellectual property rights belong to the Company and Resellers are not allowed to tamper with, decompile or claim ownership. Feedback suggestions may be used freely by the Company.
8. Confidentiality
Both parties are obliged to maintain confidentiality with respect to the Confidential Information and you can specify the duration of the obligation, except as required by law.
9. Limitations of Liability
Except for confidentiality obligations, intellectual property infringement, etc., both parties are exempt from liability for indirect losses, and you can specify the compensation limit as the total amount of payments in the past few months.
10. Severability
If a clause is invalid, it will not affect the validity of other clauses.
11. Notices
All notices must be in writing and may be delivered by mail or courier.
12. Force Majeure
Both parties may be exempted from liability due to force majeure events.
13. Assignability
This Agreement may not be assigned without permission.
14. Governing Law
You can specify the applicable law for the State/Country where you have exclusive jurisdiction.
15. Relationship
The parties are independent partners and there is no employment or agency relationship.
16. Entire Agreement
This Agreement is the complete agreement between the parties with respect to the subject matter hereof and supersedes all prior written or oral negotiations.
SaaS Reseller Agreement Template: Use Cases
✅ Scenario 1: Regional Reseller Partnership
The Sender Company is looking to expand into the North American market without establishing a local sales team.
It appoints the Reseller Company as a regional reseller to promote and distribute its CRM/SaaS products.
The agreement defines the scope of authorization, sales responsibilities, and customer support obligations, while ensuring brand usage remains controlled and compliant.
✅ Scenario 2: Joint Go-to-Market Strategy
The Reseller Company, acting as a systems integrator, bundles the Sender Company's SaaS products with its own IT solutions and offers them as a combined package.
The agreement allows non-exclusive resale, provides access to marketing materials and training, but clearly prohibits unauthorized changes to the Sender Company's branding or software architecture.
✅ Scenario 3: PaaS-Based Resale Model
The Reseller Company integrates service modules from the Sender Company—such as document generation or AI assistants—into its own PaaS platform, making them available for enterprise clients to subscribe to.
The agreement specifies a minimum order value, acceptable payment methods, and the digital delivery process.
✅ Scenario 4: Customer Support Delegation
The Reseller Company handles first-line support for its end users, while the Sender Company remains responsible for technical issue resolution.
This ensures fast, localized customer assistance without compromising technical quality. The agreement clearly outlines the division of responsibilities between the two parties.
✅ Scenario 5: Volume-Based SaaS Resale
The Reseller Company purchases bulk API usage quotas or subscription licenses from the Sender Company, then redistributes them to multiple small and medium-sized clients.
The agreement outlines the pricing model, minimum purchase requirements, and payment terms applicable to such wholesale arrangements.
Frequently asked questions
What is a SaaS Reseller Agreement and why is it important?
A SaaS Reseller Agreement is a legal contract between a software provider and a reseller who is authorized to market and sell the software to end users. It clearly defines roles, pricing, territories, and support responsibilities, ensuring legal protection and smooth cooperation for both parties.
What key terms should be included in a SaaS Reseller Agreement?
Key terms often include appointment of the reseller, territory, payment terms, intellectual property rights, confidentiality obligations, support duties, and termination clauses. These ensure the agreement covers all operational and legal bases.
Can a SaaS reseller be granted exclusive rights to a region?
Yes. A SaaS Reseller Agreement can grant exclusive rights for a specific territory if both parties agree in writing. Otherwise, most agreements are non-exclusive by default.
Who is responsible for customer support under a SaaS Reseller Agreement?
Typically, the reseller provides first-line (basic) support to their customers, while the software provider handles advanced technical support. This division helps maintain customer experience without overloading the SaaS vendor.
What happens when a SaaS Reseller Agreement is terminated?
Upon termination, the reseller must stop representing the company and cease using any branded materials. All outstanding payments become immediately due, and confidentiality and IP obligations remain in force.
Is a force majeure clause necessary in a SaaS reseller agreement?
Yes. A force majeure clause protects both parties from liability if unforeseen events (e.g., natural disasters, internet outages) make performance impossible. It’s especially relevant for SaaS services relying on uninterrupted cloud infrastructure.
How are payments and taxes handled in a SaaS Reseller Agreement?
Payments are usually due within 30 days of invoicing, and the reseller is responsible for applicable sales taxes. Payments are often made in a single currency (e.g., USD) via approved methods like credit card.
What are the benefits of using a template for a SaaS Reseller Agreement?
Using a professional template helps SaaS businesses quickly set up legal reseller partnerships without high legal fees. A good template ensures important clauses are not missed and can be customized to specific use cases.
SaaS Reseller Agreement Template
Use a SaaS Reseller agreement template to define the usage rights, restrictions, and responsibilities of both parties in a SaaS reseller relationship.
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