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SaaS Reseller Agreement

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

By and Between

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

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

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 OF THE AGREEMENT.

1. APPOINTMENT.

(a) The Company hereby appoints the Reseller as a non-exclusive, independent reseller of its SaaS products (hereinafter referred to as the "Products"). The Reseller is authorized to market, promote, and resell the Company's Products to end customers within the following territory: [Territory] (the "Territory").

(b) This Agreement does not grant the Reseller any exclusive rights, agency, franchise, or distribution arrangement, unless otherwise agreed in writing. The Company reserves the right to market and sell its Products directly or through other partners, both within and outside the Territory.

2. RESELLER RESPONSIBILITIES.

(a) Marketing and Sales. The Reseller shall make reasonable efforts to market, promote, and resell the Company's Products within the agreed Territory. The Reseller shall comply with any marketing guidelines or support procedures that the Company communicates from time to time. All promotional efforts must be professional and aligned with the Company's brand and reputation. The Reseller shall not engage in offline or retail sales (such as physical storefronts or kiosks) without the Company's prior written consent.

(b) Advertising and Brand Use. The Reseller shall use only approved advertising materials, trademarks, and product descriptions provided or approved by the Company. The Reseller must not make false, misleading, or unauthorized claims about the Company or its Products.

(c) Support and Customer Experience. The Reseller is expected to provide basic first-line customer support to its own customers. The Company will remain responsible for technical support and will provide the Reseller with necessary resources and instructions. The Reseller agrees to follow any reasonable Company support procedures.

(d) Exclusivity (If Applicable). If agreed in writing, the Company may appoint the Reseller as an exclusive reseller for a specific territory or product line. Unless such exclusivity is granted, this Agreement is non-exclusive, and the Reseller may not restrict the Company from appointing other resellers or selling directly.

3. COMPANY RESPONSIBILITIES.

During the Term of this Agreement, the Company shall:

(a) provide marketing support services and training programs to Reseller on a case-by-case basis.

(b) provide the Reseller with all relevant marketing and promotional materials as agreed with the Reseller to allow it to undertake the promotion activities as soon as reasonably practicable;

(c) inform the Reseller as soon as reasonably practicable if the Company suspends or ceases to supply any of the Products.

4. ORDERING AND DELIVERY.

(a) The Reseller may place orders for the Company's Products by email or through other methods approved by the Company. All orders are subject to acceptance by the Company. An order is considered accepted once the Company confirms it in writing or delivers access to the service.

(b) The Company shall not be obligated to accept any order from the Reseller in an amount less than [Currency] [Minimum Order Amount].

(c) All orders are subject to the terms of this Agreement. If any conflict arises between an order and this Agreement, the terms of this Agreement shall prevail. Any additional or conflicting terms proposed by the Reseller shall be considered invalid unless expressly approved in writing by the Company.

(d) Access to the Products shall be delivered electronically via login credentials or activation through the Company's cloud platform.

5. PAYMENT TERMS.

(a) Price Changes. The Company may update its pricing [Sender Company's Right to Change Prices] with written notice. Updated prices shall apply to future orders placed after the effective date of the change. Orders accepted before the change shall be invoiced at the previous rate.

(b) Invoices and Payment Terms. The Company will issue an invoice upon order confirmation or service delivery, as applicable. Unless otherwise agreed, payment is due within [Payment Due In Days] days of the invoice date. Late payments may be subject to interest or suspension of service at the Company's discretion.

(c) Taxes. The Reseller is responsible for all taxes, duties, or fees arising from the resale of the Products, except for taxes based on the Company's net income. If required by law, the Reseller shall provide valid tax exemption certificates.

(d) Currency and Payment Method. All payments shall be made in [Payment Currency] via [Payment Mode] approved by the Company.

6. TERM AND TERMINATION.

(a) Term. This Agreement shall begin on the Effective Date and remain in effect for an initial term of [Initial Term In Years] year(s) (the "Term"), unless terminated earlier in accordance with this Section. Upon expiration of the initial term, the Agreement shall automatically renew for successive one-year periods unless either Party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

(b) Termination for Convenience. [Party with right to terminate for convenience] may terminate this Agreement for any reason by providing at least [Notice period to terminate for convenience] days' prior written notice to the [Party with right to terminate for convenience].

(c) Termination for Cause. Either Party may terminate this Agreement immediately upon written notice if the other Party:

(i) materially breaches any provision of this Agreement and fails to cure such breach within [Number of days to to remedy breach] day(s) after receiving written notice of the breach; or

(ii) becomes insolvent, files for bankruptcy, or ceases to operate in the ordinary course of business.

(i) All outstanding payments due to the Company shall become immediately payable;

(ii) The Reseller shall immediately cease representing itself as a reseller of the Company's Products and stop using any Company branding or materials;

(iii) Any surviving rights and obligations, including those related to confidentiality, intellectual property, and limitations of liability, shall remain in effect as specified in this Agreement.

(d) No Compensation for Termination. Neither Party shall be liable to the other for damages, loss of profits, or other compensation arising solely from the termination of this Agreement in accordance with its terms.

7. INTELLECTUAL PROPERTY.

(a) All intellectual property rights in and to the Company's Products, including any software, trademarks, logos, content, documentation, and related materials, are and shall remain the sole and exclusive property of the Company or its licensors. No rights are granted to the Reseller except as expressly stated in this Agreement.

(b) The Reseller shall not:

(i) modify, adapt, translate, or create derivative works based on the Company's Products;

(ii) reverse engineer, decompile, or attempt to access the source code of any Company software;

(iii) use the Company's trademarks or branding except as expressly authorized in writing;

(iv) claim ownership or authorship of any part of the Company's Products.

(c) Any suggestions, feedback, or improvements provided by the Reseller to the Company may be freely used by the Company without restriction or compensation, unless otherwise agreed in writing.

8. CONFIDENTIALITY.

(a) Definition. "Confidential Information" means any non-public, proprietary, or confidential information disclosed by either Party (“Disclosing Party”) to the other Party (“Receiving Party”), whether in written, oral, or electronic form, including but not limited to technical data, product information, business plans, pricing, customer lists, financial data, and other materials marked or reasonably understood to be confidential.

(b) Obligations. The Receiving Party agrees to:

(i) keep all Confidential Information strictly confidential and use it only for purposes related to this Agreement;

(ii) not disclose Confidential Information to any third party without the Disclosing Party's prior written consent, except to its employees or contractors who have a need to know and are bound by similar confidentiality obligations;

(iii) protect Confidential Information with the same level of care as it uses to protect its own confidential information, but not less than reasonable care.

(i) is or becomes publicly available through no fault of the Receiving Party;

(ii) is already known to the Receiving Party without restriction at the time of disclosure;

(iii) is lawfully disclosed by a third party without breach of any obligation;

(iv) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information.

(d) Duration. The obligations in this Section shall survive for a period of [Duration of post-agreement confidentiality obligations] year(s) following the termination or expiration of this Agreement.

(e) Legal Disclosure. If the Receiving Party is required by law or court order to disclose Confidential Information, it shall provide prompt written notice to the Disclosing Party and cooperate, where practicable, in seeking a protective order or other appropriate remedy.

9. LIMITATIONS OF LIABILITY.

(a) To the maximum extent permitted by law, neither Party shall be liable to the other for any indirect, incidental, special, consequential, or punitive damages of any kind, including but not limited to lost profits, revenue, or business opportunities, arising out of or related to this Agreement, even if advised of the possibility of such damages.

(b) Each Party's total cumulative liability for all claims arising out of or related to this Agreement, whether in contract, tort, or otherwise, shall not exceed the total amount paid or payable by the Reseller to the Company under this Agreement in the [Time period for the liability cap] months preceding the event giving rise to the claim.

(i) a Party's breach of its confidentiality obligations under Section 8;

(ii) either Party's willful misconduct or gross negligence;

(iii) the Reseller's obligation to pay fees due under this Agreement;

(iv) either Party's infringement or misappropriation of the other Party's intellectual property rights.

10. SEVERABILITY.

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.

11. NOTICES.

All notices or communications under this Agreement shall be in writing and delivered to the receiving Party by personal delivery, registered mail, recognized courier service, or email with delivery confirmation. Notices shall be deemed received upon actual delivery. Each Party may update its contact details for notice purposes by providing written notice to the other Party.

12. FORCE MAJEURE.

Neither Party shall be liable for any delay or failure to perform its obligations under this Agreement due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, government actions, labor disputes, internet or utility outages, or other events that make performance commercially impracticable.

13. ASSIGNABLITY.

Neither Party may assign or transfer this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party

14. GOVERNING LAW AND JURISDICTION.

This Agreement is governed by the laws of [Governing Law]. All disputes under this Agreement will be subject to the exclusive jurisdiction of the courts of [Jurisdiction].

15. RELATIONSHIP OF PARTIES.

The parties are independent businesses and not partners, principal and agent, or employer and employee, or in any other relationship of trust to each other.

16. ENTIRE AGREEMENT.

This Agreement, therefore, constitutes the agreement between the Parties concerning the matter of subject hereof and thus supersede all prior agreements, purchases, understandings, and negotiations, written or verbal, between the Parties.

ACCEPTANCE AND SIGNATURE.

IN WITNESS WHEREOF, the Parties agree to the terms and conditions set forth above as demonstrated by their signatures as follows:

[Reseller Company]

[Sender Company]

Name:

Signature:

Date:

Name:

Signature:

Date:

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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