SaaS Reseller Agreement Template

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A SaaS reseller agreement is a legally binding contract between a Software-as-a-Service (SaaS) provider and a reseller. This agreement outlines the terms and conditions under which the reseller is authorized to market, sell, and distribute the SaaS provider’s products or services to end-users. A well-crafted agreement is crucial for both parties, ensuring clarity, mitigating risks, and fostering a successful business relationship.

Core Components of a SaaS Reseller Agreement

1. Definitions

Clearly define key terms used throughout the agreement. This section should include definitions for:

SaaS Provider: The company providing the software or service.

  • Reseller: The entity authorized to market, sell, and distribute the SaaS provider’s offerings.
  • End-User: The customer who purchases the SaaS from the reseller.
  • Services: The specific software, products, or services being resold.
  • Territory: The geographic area or market segment within which the reseller is authorized to operate.

    • 2. Grant of License and Scope of Resale

    This section outlines the specific rights granted to the reseller. It should include:

    Non-exclusive License: Typically, resellers are granted a non-exclusive license, meaning the SaaS provider can appoint other resellers.

  • Scope of Resale: Clearly define the specific products or services the reseller is authorized to sell.
  • Restrictions: Any limitations on the reseller’s activities, such as limitations on pricing, marketing materials, or the types of customers they can target.

    • 3. Sales and Marketing

    This section addresses the reseller’s responsibilities and obligations related to sales and marketing:

    Sales Targets: If applicable, define any sales targets or quotas the reseller must meet.

  • Marketing and Sales Activities: Outline the permitted and prohibited marketing and sales activities. This may include guidelines on advertising, lead generation, and customer support.
  • Use of Trademarks and Logos: Clearly define the terms under which the reseller can use the SaaS provider’s trademarks, logos, and branding.

    • 4. Pricing and Payment

    This section outlines the pricing structure, payment terms, and commission rates:

    Pricing Model: Specify the pricing model for the resold products or services, such as per-user pricing, subscription fees, or one-time licenses.

  • Commission Structure: Define the commission rates the reseller will receive on each sale.
  • Payment Terms: Outline the payment terms, including invoicing procedures, payment deadlines, and acceptable payment methods.

    • 5. Customer Support and Service

    This section addresses customer support and service responsibilities:

    Customer Support Obligations: Define the level of customer support the reseller is responsible for providing to end-users.

  • Escalation Procedures: Establish clear procedures for escalating customer support issues to the SaaS provider.
  • Data Privacy and Security: Address data privacy and security obligations, including compliance with relevant data protection regulations.

    • 6. Intellectual Property

    This section outlines the ownership and use of intellectual property:

    Ownership: Clearly state that the SaaS provider retains all intellectual property rights in the software, technology, and other materials.

  • Confidentiality: Require the reseller to maintain the confidentiality of the SaaS provider’s confidential information.
  • Indemnification: Include provisions regarding indemnification for intellectual property infringement claims.

    • 7. Term and Termination

    This section addresses the term of the agreement and the conditions under which either party may terminate the agreement:

    Term: Specify the initial term of the agreement and any renewal options.

  • Termination for Cause: Outline grounds for termination by either party, such as breach of contract, insolvency, or material breach.
  • Termination without Cause: Specify any provisions for termination without cause, such as providing written notice.

    • 8. Warranty and Disclaimer

    This section outlines the warranties and disclaimers related to the resold products or services:

    Warranties: Disclaim any warranties, express or implied, regarding the resold products or services, except for any limited warranties provided by the SaaS provider.

  • Limitation of Liability: Limit the liability of both parties for any damages arising from the agreement.

    • 9. Governing Law and Dispute Resolution

    This section specifies the governing law and dispute resolution procedures:

    Governing Law: Specify the jurisdiction whose laws will govern the agreement.

  • Dispute Resolution: Outline the procedures for resolving disputes, such as mediation or arbitration.

    • 10. Representations and Warranties

    This section includes representations and warranties made by each party regarding their authority, solvency, and compliance with applicable laws.

    11. Entire Agreement

    This clause states that the agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous communications or agreements.

    12. Severability

    This clause provides that if any provision of the agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

    13. Notices

    This section specifies the procedure for providing notices and other communications under the agreement.

    14. Assignment

    This section addresses the restrictions on assigning the agreement to a third party.

    Design Considerations for Professionalism and Trust

    Clear and Concise Language: Use clear, concise, and easy-to-understand language, avoiding legal jargon whenever possible.

  • Professional Formatting: Utilize professional formatting, including clear headings, bullet points, and numbered lists to improve readability.
  • Consistent Formatting: Maintain consistent formatting throughout the agreement to enhance its professional appearance.
  • White Space: Incorporate ample white space to improve readability and make the agreement less intimidating.
  • Font Choice: Select a professional and easy-to-read font, such as Arial, Times New Roman, or Calibri.
  • Page Numbers: Include page numbers for easy reference.

    • By carefully considering these elements and incorporating them into your SaaS reseller agreement template, you can create a professional, legally sound, and mutually beneficial agreement for both the SaaS provider and the reseller.