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The Master Reseller Agreement is a fundamental commercial contract used when a supplier wishes to establish a structured distribution channel through an intermediary who will have the right to resell products/services and potentially appoint sub-resellers. This agreement is particularly important in the Indian market where multi-tiered distribution networks are common across various industries. The document needs to comply with Indian contract law, competition law, and sector-specific regulations while addressing crucial aspects such as territorial rights, pricing mechanisms, minimum purchase commitments, and quality standards. It's typically used when companies want to expand their market reach without direct investment in sales infrastructure, leveraging the reseller's existing network and capabilities. The agreement includes detailed provisions for intellectual property protection, performance metrics, and dispute resolution mechanisms tailored to the Indian legal context.

1. Parties: Identification and details of the supplier and reseller, including registered addresses and company registration numbers

2. Background: Context of the agreement, brief description of the business relationship and parties' objectives

3. Definitions and Interpretation: Detailed definitions of terms used throughout the agreement and rules of interpretation

4. Appointment and Territory: Scope of reseller appointment, territorial rights, and exclusivity/non-exclusivity provisions

5. Reseller Obligations: Core responsibilities of the reseller including sales targets, marketing requirements, and customer service standards

6. Supplier Obligations: Supplier's commitments regarding product supply, support, training, and technical assistance

7. Ordering and Delivery: Procedures for placing orders, delivery terms, and logistics arrangements

8. Prices and Payment: Pricing structure, payment terms, currency, and invoicing procedures

9. Intellectual Property Rights: Protection and usage rights of trademarks, patents, and other IP

10. Confidentiality: Protection of confidential information and trade secrets

11. Term and Termination: Duration of agreement, renewal terms, and termination provisions

12. Post-Termination Obligations: Rights and obligations of parties after agreement termination

13. Indemnification: Mutual indemnification obligations and procedures

14. Limitation of Liability: Scope and limits of parties' liability

15. Force Majeure: Provisions for unforeseen circumstances affecting performance

16. Governing Law and Dispute Resolution: Applicable law and procedures for resolving disputes

17. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment