SaaS Software Reseller Agreement Template
Disclaimer: This does not constitute legal advice. If you have questions about a contract or its meaning, you should always consult a qualified attorney. Replace all placeholder terms marked as XXX with your specific business details before use.
SaaS Software Reseller Agreement
This Reseller Agreement (“Agreement”) is entered into between:
COMPANY: [Company Name], located at [Address] (“Company”)
RESELLER: [Reseller Name], located at [Address] (“Reseller”)
1. Appointment
Company appoints Reseller on a non-exclusive basis to market and sell the Company’s software products (“Software”) to prospective customers. This appointment does not restrict Company from selling directly or through other resellers.
2. Reseller Obligations
Reseller agrees to:
- Generate qualified leads for the Software
- Use best endeavors to arrange Software clients to enter into Software Contracts
- Maximize Software revenue within the agreed territory or market segment
- Develop and execute sales strategies focused exclusively on the Company’s approved products
- Represent the Software accurately and professionally in all client interactions
- Comply with all sales guidelines, brand standards, and pricing policies provided by Company
3. Company Obligations
Company agrees to:
- Maintain and support the Software in good working order
- Handle customer onboarding and technical implementation
- Manage invoicing and collections from end customers
- Provide Reseller with current sales support materials, product documentation, and training resources
- Process commission payments to Reseller on the schedule defined in Section 4
4. Fee Structure
Monthly Retainer
Company will pay Reseller a monthly retainer of $XXX, payable on the [date] of each month.
Commission
Reseller will earn a commission of XXX% on net new customer revenue received by Company that is directly attributable to Reseller’s efforts.
Commissions are calculated based on actual revenue received by Company, not invoiced amounts. Payment will be made within [30] days of Company receiving the qualifying revenue.
5. Intellectual Property
Company retains full ownership of the Software, all related intellectual property, and all client contact data generated through the reseller relationship. This Agreement grants Reseller no rights to the Software beyond what is necessary to perform its sales obligations.
Reseller may not represent, sublicense, or transfer any rights in the Software to any third party without Company’s prior written consent.
6. Confidentiality
Each party agrees to keep the other’s confidential information - including pricing, customer lists, product roadmaps, and business strategies - strictly confidential during the term of this Agreement and for [2] years following termination.
7. Insurance
Reseller will maintain, at its own expense, general liability insurance with minimum coverage of $1,000,000 per occurrence during the term of this Agreement. Reseller will provide a certificate of insurance upon request.
8. Termination
Either party may terminate this Agreement with [30] days written notice.
Either party may terminate immediately if the other party materially breaches this Agreement and fails to cure that breach within 7 days of receiving written notice specifying the breach.
9. Indemnification
Each party agrees to indemnify, defend, and hold harmless the other party from any claims, damages, or expenses arising from that party’s breach of this Agreement, negligence, or willful misconduct.
10. Governing Law
This Agreement is governed by the laws of [State/Jurisdiction]. Disputes will be resolved in the courts of [State/Jurisdiction].
11. Entire Agreement
This Agreement constitutes the entire agreement between the parties regarding the subject matter herein and supersedes all prior discussions, representations, or agreements, whether written or oral.
COMPANY
Signature: ______________________
Name: ______________________
Title: ______________________
Date: ______________________
RESELLER
Signature: ______________________
Name: ______________________
Title: ______________________
Date: ______________________
Replace all XXX placeholders with your specific business terms before executing. Consult a qualified attorney before using this template in an actual business relationship.