SaaS reseller agreement

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A framework agreement covering the appointment of a SaaS reseller, marketing by the reseller and the management of customer orders made via the reseller

Author: Alasdair Taylor
Updated: 6 June 2023
Length: 23 pages
Notes: 18 pages
Format: MS Word (.DOCX)

This is a SaaS reseller agreement, under which a SaaS (software-as-a-service) provider appoints another business to market and sell its product.

Within the framework established by the SaaS reseller agreement, the services provider and the reseller may agree customer-reseller orders and corresponding reseller-provider orders. Each customer order / reseller order pair will either be on pre-agreed terms (which can be attached as a schedule to the agreement, but are not provided with this template) or on negotiated terms, signed off by the services provider before being executed by the reseller and the end customer.

The reseller agreement assumes that the appointment will be non-exclusive, but it may still be limited to particular geographical or commercial markets.

Ancillary to the basic right to market and resell the SaaS product, the reseller may optionally be permitted to use marketing material supplied by the services provider, or to create its own marketing materials using the trade marks of the provider, in each case subject to controls designed to ensure that the service provider's intellectual property rights and reputation are appropriately protected.

The default text in the SaaS reseller agreement provides for a fixed length initial term and automated renewal for one or more renewal periods. The agreement may be terminated at the end of the initial term or at the end of a renewal period on written notice.

The SaaS reseller agreement contains the following provisions:

  1. Definitions
  2. Term
  3. No exclusivity
  4. Reselling
  5. Provider Marketing Materials
  6. Licence of Provider Trade Marks
  7. No assignment of Intellectual Property Rights
  8. Representatives
  9. Management
  10. Confidentiality obligations
  11. Publicity
  12. Warranties
  13. Indemnities
  14. Limitations and exclusions of liability
  15. Force Majeure Event
  16. Termination
  17. Effects of termination
  18. Non-solicitation of personnel
  19. Anti-corruption
  20. Anti-tax evasion
  21. Notices
  22. Assignment
  23. No waivers
  24. Severability
  25. Third party rights
  26. Variation
  27. Entire agreement
  28. Law and jurisdiction
  29. Interpretation

Schedule 1 (Customer terms and conditions)

  1. Customer terms and conditions

Schedule 2 (Agreement particulars)

  1. Financial provisions
  2. Provider Trade Marks
  3. Representatives
  4. Contractual notices

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