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Master Reseller Agreement Template for Malaysia

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Key Requirements PROMPT example:

Master Reseller Agreement

"I need a Master Reseller Agreement for my Malaysian software company appointing an exclusive distributor for Southeast Asia, with specific requirements for cloud-based product delivery and cybersecurity compliance, to be effective from March 2025."

Document background
The Master Reseller Agreement serves as the primary legal framework for establishing and governing distribution relationships in Malaysia. This document is essential when a company (principal) wishes to expand its distribution network through appointing a master reseller who will have significant rights to resell products or services within a defined territory. The agreement comprehensively addresses all aspects of the reseller relationship, including appointment terms, territorial rights, pricing structures, minimum purchase requirements, marketing obligations, and intellectual property usage. It ensures compliance with Malaysian commercial law, including the Contracts Act 1950, Sale of Goods Act 1957, and Competition Act 2010, while providing flexibility for international business practices. The document is particularly crucial for businesses seeking to establish a structured distribution network while maintaining control over their brand and market presence.
Suggested Sections

1. Parties: Identification and details of the Principal and Reseller, including registration numbers and addresses

2. Background: Context of the agreement, brief description of the parties' businesses, and purpose of the arrangement

3. Definitions: Defined terms used throughout the agreement

4. Appointment and Territory: Scope of reseller appointment, territorial rights, and exclusivity status

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

6. Principal Obligations: Core responsibilities of the principal including product supply, support, and training

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

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

9. Intellectual Property: Usage rights and restrictions regarding trademarks, logos, and other IP

10. Confidentiality: Protection and handling of confidential information

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

12. Post-Termination: Obligations and rights after agreement termination

13. General Provisions: Standard legal clauses including notices, assignment, and governing law

Optional Sections

1. Minimum Purchase Requirements: Used when implementing specific purchase quotas or targets

2. Marketing and Promotion: Detailed marketing obligations when specific promotional activities are required

3. Training Requirements: When specific training programs or certifications are mandatory

4. Sub-Resellers: When the reseller is permitted to appoint sub-resellers

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

6. Insurance: Specific insurance requirements beyond standard coverage

7. Non-Competition: Restrictions on competing activities during and after the agreement

8. Service Level Requirements: When specific service levels must be maintained

9. Audit Rights: Detailed audit provisions when regular compliance checks are needed

Suggested Schedules

1. Schedule 1 - Products: List of authorized products/services for resale

2. Schedule 2 - Territory: Detailed description of authorized sales territory

3. Schedule 3 - Pricing Structure: Detailed pricing information, discount structures, and commission rates

4. Schedule 4 - Service Level Requirements: Detailed service level metrics and requirements

5. Schedule 5 - Marketing Guidelines: Brand guidelines and marketing requirements

6. Schedule 6 - Technical Requirements: Technical specifications and compliance requirements

7. Appendix A - Order Form Template: Standard form for placing orders

8. Appendix B - Reporting Templates: Templates for required periodic reports

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

Automotive

Healthcare Products

Industrial Equipment

Telecommunications

Food and Beverage

Construction Materials

Chemical Products

Fashion and Apparel

Relevant Teams

Legal

Commercial

Sales

Business Development

Operations

Supply Chain

Procurement

Partner Relations

Distribution

Compliance

Relevant Roles

Commercial Director

Sales Director

Business Development Manager

Channel Manager

Legal Counsel

Contracts Manager

Chief Commercial Officer

Distribution Manager

Sales Operations Manager

Regional Sales Manager

Procurement Manager

Supply Chain 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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