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Reseller License Agreement Template for Canada

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Key Requirements PROMPT example:

Reseller License Agreement

"I need a Reseller License Agreement for my Canadian software company to appoint exclusive regional resellers in Ontario and Quebec, with minimum revenue commitments and quarterly performance reviews starting March 2025."

Document background
The Reseller License Agreement is a crucial commercial contract used when a business wishes to expand its distribution network through authorized resellers in the Canadian market. This document is essential for companies looking to scale their sales operations while maintaining control over how their products or services are sold and marketed. The agreement comprehensively addresses licensing terms, territorial rights, pricing structures, performance metrics, and compliance requirements under Canadian federal and provincial laws. It's particularly important for businesses entering the Canadian market or expanding their existing distribution networks, as it provides the legal framework for managing reseller relationships while protecting intellectual property rights and maintaining brand consistency.
Suggested Sections

1. Parties: Identification of the licensor and reseller with full legal names and addresses

2. Background: Context of the agreement, brief description of the business relationship and purpose

3. Definitions: Definitions of key terms used throughout the agreement

4. Appointment and Territory: Scope of reseller appointment and defined territory for operations

5. Grant of License: Terms of the license granted to the reseller, including scope and limitations

6. Term and Termination: Duration of the agreement and circumstances for termination

7. Obligations of Licensor: Licensor's responsibilities including product supply, support, and training

8. Obligations of Reseller: Reseller's responsibilities including sales targets, marketing, and customer support

9. Intellectual Property Rights: Protection and usage of intellectual property, including trademarks and copyrights

10. Pricing and Payment Terms: Pricing structure, payment terms, and financial obligations

11. Reporting and Audit Rights: Requirements for sales reporting and licensor's audit rights

12. Confidentiality: Protection of confidential information exchanged between parties

13. Warranties and Indemnification: Product warranties and mutual indemnification provisions

14. Limitation of Liability: Limitations on parties' liability under the agreement

15. General Provisions: Standard legal provisions including governing law, notices, and assignment

Optional Sections

1. Minimum Purchase Requirements: Used when implementing specific sales quotas or minimum order quantities

2. Marketing and Promotion: Detailed marketing requirements and co-branding guidelines, if significant marketing cooperation is expected

3. Training Requirements: Specific training obligations when products require technical expertise

4. Service Level Agreement: Include when specific performance metrics and support levels need to be maintained

5. Data Protection: Detailed privacy and data protection terms when significant personal data processing is involved

6. Insurance Requirements: Specific insurance obligations when dealing with high-value products or services

7. Non-Competition: Restrictions on competing activities, if applicable and enforceable

8. Source Code Escrow: For software products where source code protection is required

9. Disaster Recovery: Business continuity requirements for critical products or services

Suggested Schedules

1. Schedule A - Products and Services: Detailed list of licensed products and services covered by the agreement

2. Schedule B - Territory Definition: Detailed description of authorized sales territory including any exclusions

3. Schedule C - Pricing Schedule: Detailed pricing structure, discounts, and commission rates

4. Schedule D - Service Level Requirements: Specific performance metrics and support requirements

5. Schedule E - Technical Requirements: Technical specifications and requirements for product implementation

6. Schedule F - Trademark Usage Guidelines: Specific rules for using licensor's trademarks and branding

7. Appendix 1 - Reporting Templates: Standard forms for required sales and performance reporting

8. Appendix 2 - Support Procedures: Detailed procedures for customer support and escalation

9. Appendix 3 - Training Materials: Reference materials for required product training

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions




































Clauses
































Relevant Industries

Technology and Software

Manufacturing

Consumer Goods

Electronics

Medical Devices

Automotive

Industrial Equipment

Telecommunications

Pharmaceuticals

Clean Technology

Digital Services

Retail

Professional Services

Relevant Teams

Legal

Sales

Business Development

Commercial

Finance

Operations

Compliance

Intellectual Property

Partner Relations

Distribution

Contract Administration

Relevant Roles

Chief Executive Officer

Chief Commercial Officer

Sales Director

Business Development Manager

Channel Partner Manager

Legal Counsel

Contracts Manager

Commercial Director

Licensing Manager

Distribution Manager

Chief Financial Officer

Operations Director

Compliance Officer

IP Manager

Partner Relations Manager

Industries









Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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