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Master Reseller Agreement Template for United States

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Key Requirements PROMPT example:

Master Reseller Agreement

"I need a Master Reseller Agreement for my software company to appoint exclusive resellers in the Western United States, with specific requirements for cybersecurity compliance and minimum quarterly sales targets starting March 2025."

Document background
The Master Reseller Agreement serves as the foundational document governing the relationship between suppliers and their authorized resellers in the United States. This contract is essential when a business wants to expand its distribution network through third-party resellers while maintaining control over how its products or services are marketed and sold. The agreement addresses critical aspects of the business relationship, including territorial rights, pricing structures, performance metrics, and compliance requirements. It incorporates relevant U.S. federal and state laws, including commercial codes, antitrust regulations, and intellectual property protections.
Suggested Sections

1. Parties: Identifies and defines the contracting parties (Supplier and Reseller)

2. Background: States the context and purpose of the agreement

3. Definitions: Defines key terms used throughout the agreement

4. Appointment and Scope: Establishes the reseller's appointment and defines territory/products

5. Term and Termination: Duration of agreement and termination conditions

6. Pricing and Payment Terms: Establishes pricing structure, payment terms, and related conditions

7. Obligations of the Parties: Details responsibilities of both supplier and reseller

8. Intellectual Property Rights: Addresses ownership and usage of IP

9. Confidentiality: Protects confidential information exchanged between parties

10. Governing Law: Specifies applicable law and jurisdiction

Optional Sections

1. Marketing Requirements: Details specific marketing obligations and requirements for the reseller

2. Training Requirements: Specifies training obligations for reseller's staff when products require technical expertise

3. Service Level Requirements: Defines service levels and support requirements for technical products or services

4. Insurance Requirements: Outlines specific insurance coverage requirements for high-value or high-risk products

5. Compliance Requirements: Details industry-specific compliance obligations for regulated industries

Suggested Schedules

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

2. Territory Schedule: Detailed definition of authorized territory

3. Price List: Current pricing structure and discounts

4. Service Level Agreement: Detailed service level requirements and metrics

5. Marketing Guidelines: Brand guidelines and marketing requirements

6. Technical Requirements: Technical specifications and requirements

7. Compliance Documentation: Required compliance certificates and documentation

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

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Industries

UCC: Uniform Commercial Code Article 2 on Sales - governs transactions of goods and provides framework for commercial relationships

Federal Antitrust Laws: Sherman Act and Clayton Act - prevent anti-competitive practices, monopolies, and restraints of trade in reseller relationships

Federal Trade Commission Act: Regulates unfair or deceptive practices in commerce, including reseller relationships and marketing practices

Robinson-Patman Act: Addresses price discrimination between different resellers of the same products

Intellectual Property Laws: Copyright, Trademark, Patent, and Trade Secret laws protecting intellectual property rights in reseller relationships

State Contract Laws: State-specific contract formation, enforcement, and interpretation requirements

State Franchise Laws: Regulations to ensure reseller agreement doesn't inadvertently create a franchise relationship

Data Privacy Laws: State-specific privacy regulations including CCPA and other data protection requirements

Export Control Regulations: EAR and ITAR regulations governing international trade and resale of products

Tax Regulations: State sales tax requirements, nexus issues, and tax collection responsibilities for resellers

Industry-Specific Regulations: Particular regulatory requirements based on the specific products or services being resold

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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