Reseller Agreement Exclusive Rights

RESELLER AGREEMENT EXCLUSIVE RIGHTS

Summary An Exclusive Reseller Agreement can help to protect both the reseller and the supplier when a reseller is appointed to distribute or on-sell the supplier’s goods and services. A written Reseller Agreement is used to set out both parties’ rights and obligations, and to establish agreed permissions and limitations relating to the terms of the distributorship.

Why do I need a Reseller Agreement? A Reseller Contract assists suppliers and their resellers or distributors to agree upon and set out the terms of their relationship with each other, including the terms of payment and any returns policies, and can also provide protection for the innocent party if the other party breaches the agreement. This Reseller Contract includes exclusivity in that it affords the distributor exclusive distribution rights in an identified territory.

If your business provides goods or services to resellers or distributors who on-sell the goods or services to their customers, then you should consider using a written agreement to contract with your resellers / distributors.

Your Reseller arrangement is not exclusive? Then have a look at our non-exclusive Reseller Agreement.

What does the Agreement say? The  template Reseller Agreement consists of: Introduction; Appointment; Orders and Delivery; Pricing; Payment; Obligations; Confidentiality; Termination; General; Annexure A: Parties’ details; Annexure B: Product details

What does the agreement look like? The template Reseller Contract can be printed onto ten pages.

What do you need to do to use the Reseller Agreement?

• Read the Reseller terms and conditions to ensure that they suits your requirements. Make changes as required.
• Ensure Annexures A and B have been completed.
• Complete the document with the relevant details, get your distributor to sign, and you sign in acknowledgement.

Also viewed: a reciprocal Confidentiality Agreement

Also known as: Reseller Agreement; Reseller Terms and Conditions; Reseller Contract; Distribution Agreement; Distribution Terms and Conditions; Distribution Contract

The Benefits of using an Exclusive reseller contract agreement:

An exclusive reseller agreement is a is an exclusivity agreement between two parties, where one party is granted the exclusive right to sell a particular product or service under this exclusivity agreement.

This Exclusivity agreement includes clauses regarding the exclusivity period, written notice, and material breach. The parties agree to provide reasonable attorney fees to the chosen law firm and expert witness fees if necessary.

The agreement also outlines the legal remedies available if one party breaches the exclusivity contract, including appropriate relief and legal action as well as legal documents and any remaining provisions which both parties agree.

Highlights:

• An exclusive reseller agreement or exclusivity agreement grants one party the exclusive right to sell a particular product or service thus becoming the exclusive provider thereof for the other party’s business.
• The exclusivity agreement includes clauses regarding exclusivity period, applicable law, and breach.
• Under the exclusivity agreement the parties agree to provide reasonable attorney fees and expert witness fees if necessary. For example: in the instance of a breach or any other labor disputes arising from the exclusivity agreement.
• The entire agreement outlines legal remedies available in case of breach, including appropriate relief and Lawful action under this exclusive agreement. It also includes instances where prior written notice is to be given to one party by the other as well as the residential address or such other address this should be delivered to by way of certified mail, return receipt requested.
• Exclusive Agreement: This type of agreement is known as an exclusivity agreement and ensures that the reseller has the sole right to exclusively sell a specific product or service in a particular territory or market segment and dos compel strict compliance with its terms.
• An exclusivity agreement for a reseller takes precedent over a non-exclusive reseller agreements and includes different aspects to the agreement itself than what is included in a non-exclusive provider agreement.
• Entire Agreement: This refers to the fact that the agreement contains all the terms and conditions that the parties have agreed to, and supersedes any previous oral or written agreements.
• Exclusivity Agreement: This clause outlines the exclusivity period, which is the length of time that the reseller has the exclusive right to sell the product or service and is seen as a material provision as it grants exclusive rights.
• Parties Acknowledge: This clause states that both parties have read and understood the agreement and both the seller and company agrees to abide by its terms and conditions. The agreement shall thus be valid and enforceable.
• Other Party/ Other parties: This refers to the other party involved in the agreement, which could be the manufacturer, supplier, or reseller.
• Applicable Law: This specifies the laws and regulations that govern the agreement as well as setting out the competent jurisdiction and relevant government agency.
• Written Notice: This outlines the process to provide written notice to the other party in case of breach, whereby a buyer fails to adhere to the exclusivity agreement or any other such failure, or termination of the agreement. It is important to note the manner in which one should be providing written notice.
• Exclusivity Clauses: This clause details the specific terms and conditions of the exclusivity agreement/ exclusivity contract which both parties acknowledge, such as the territory or market segment covered, the length of the exclusivity period, and any exceptions or limitations and is found within all exclusivity agreements. Without this the agreement would be non-exclusive and be classed as non exclusive agreements.
• Written Consent: This refers to the requirement for written consent from the other party for any changes or modifications to the agreement.
• Exclusivity Period: This refers to the length of time that the reseller has the exclusive right to sell the product or service.
• Attorney Fees: This clause outlines the requirement for the defaulting party to pay attorney fees if legal action is taken to enforce the agreement.
• Expert Witnesses Fees: This clause outlines the requirement that if a party defaults they are liable to pay the fees for expert witnesses if lawful action is taken to enforce the agreement as well as certain other required payment that is related to the same.
• Competitive Advantage: This refers to the advantage that the reseller has over its competitors by having the exclusive right to sell the product or service.
• Joint Venture: This refers to a business partnership between the manufacturer or supplier and the reseller and provides reasonable control.
• Valuable Consideration: This refers to the monetary payment or compensation that the reseller receives for its exclusive right to sell the product or service.
• Legal Services: This refers to the legal services that the parties may require to negotiate or enforce the agreement.
• Business Interests: This refers to the interests of both parties in maintaining a successful business relationship.
• Material Breach: This clause outlines the circumstances that constitute a breach which is noted as material of the agreement and the remedies available to the non-defaulting party.
• Business Transactions: This refers to any transactions or agreements related to the sale or distribution of the product or service covered by the agreement.
• Non-Exclusive: This refers to an agreement where the reseller is not granted the exclusive right to sell the product or service.
• Company Address: This refers to the address of the manufacturer, supplier, or reseller that is specified in the exclusivity agreement.
• Force Majeure: Such provision such as Force Majeure refers to circumstances beyond the control of the parties, such as natural disasters which, for instance, may destroy a party’s property, or government actions such as government actions by a creditor or government agency, that may affect the performance of the exclusivity agreement. This clause holds liability value.
• Oral Agreements: This clause specifies that any oral agreements or promises made outside of the agreement shall not be binding. If buyer and reseller want the clauses of the exclusivity agreement to be binding it must be in writing. Only written clauses of the agreement shall be binding upon the parties hereto.
• Buyer and the Seller are entering into this Agreement in good faith and are relying on its terms; Now, therefore, for and in consideration of the mutual covenants contained in this agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: Exclusivity, Duration, Purchase price stated in the agreement, confidentiality, for example one party cannot leak information about the other or their business to say a third party media outlet, defects and the handling of such defects, Sufficient detail of the above mentioned product and any other such clauses contained within the agreement.
• Subsequently Enforce: This clause specifies that if any provision of the agreement is found to be unenforceable, the other provisions of the agreement shall remain in effect.
• Purchase Product Exclusively: This refers to the requirement for the reseller to purchase the product or service exclusively from the manufacturer or supplier.
• Proposals Relating: This clause outlines the requirement for the manufacturer or supplier.

In conclusion, an exclusive reseller agreement is a contract between two parties that grants one party the exclusive right to sell a product or service.

An exclusive reseller agreement can provide a competitive advantage and protect the business interests of both parties involved, but it is important to consult with a law firm and review all legal documents before entering into such a contract.

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