Company Letterhead
{{company_name}} {{company_address}} Phone: {{phone}} Email: {{email}} Website: {{website}}
1. Parties
This White Label SaaS Agreement ("Agreement") is entered into on this {{date}} (
"Effective Date") by and between: {{provider_company_name}}, a company duly incorporated
and existing under the laws of {{provider_jurisdiction}}, with its registered office
at {{provider_address}} ("Service Provider"); AND {{reseller_company_name}}, a company duly
incorporated and existing under the laws of {{reseller_jurisdiction}}, with its registered
office at {{reseller_address}} ("Reseller"). (Collectively referred to as the "Parties"
and individually as a "Party").
2. Definitions
"SaaS Solution" means the software-as-a-service application(s) developed and owned
by the Service Provider, as detailed in Schedule A. "White Labeling" means the
customization of the SaaS Solution by the Reseller to incorporate the Reseller's
branding, trademarks, and logos, as mutually agreed upon by the Parties.
"End-User" means any individual or entity that subscribes to or uses the White
Labeled SaaS Solution provided by the Reseller. "Reseller Fees" means the
remuneration payable by the Reseller to the Service Provider for the provision
of the SaaS Solution, as specified in Schedule B.
3. Grant of License
3.1. Subject to the terms and conditions of this Agreement, the Service Provider
hereby grants the Reseller a non-exclusive, non-transferable, revocable license
to market, distribute, and sell the White Labeled SaaS Solution to End-Users
within the Territory of {{territory}}. 3.2. The Reseller shall not modify, adapt,
reverse engineer, decompile, or disassemble the SaaS Solution, except as explicitly
permitted by the Service Provider for White Labeling purposes.
4. Reseller Obligations
4.1. The Reseller shall use its best efforts to market and promote the White
Labeled SaaS Solution and shall not engage in any activities that could harm
the reputation or goodwill of the Service Provider or the SaaS Solution.
4.2. The Reseller shall provide first-line technical support to End-Users.
The Service Provider will provide second-line support for issues escalated
by the Reseller, as described in Schedule C (Service Level Agreement).
4.3. The Reseller shall comply with all applicable laws and regulations
related to the marketing, sale, and provision of the White Labeled SaaS
Solution, including data privacy laws such as {{data_privacy_law_example}}.
5. Service Provider Obligations
5.1. The Service Provider shall host, maintain, and update the SaaS Solution
and ensure its availability and functionality in accordance with the Service
Level Agreement (Schedule C). 5.2. The Service Provider shall provide
the Reseller with all necessary technical documentation, training materials,
and marketing collateral to effectively market and support the SaaS Solution.
5.3. The Service Provider shall ensure that the SaaS Solution is free from
material defects and errors.
6. Fees and Payment
6.1. The Reseller shall pay the Service Provider the Reseller Fees as set
out in Schedule B. All fees are exclusive of value-added tax (VAT)
or any other applicable taxes, which shall be borne by the Reseller.
6.2. Invoices shall be issued by the Service Provider on a {{billing_frequency}}
basis and shall be payable within {{payment_days}} days of the invoice date.
6.3. Late payments shall incur interest at a rate of {{interest_rate}}% per
annum, compounded monthly.
7. Confidentiality
7.1. Each Party agrees to keep confidential all non-public information disclosed
by the other Party (
"Confidential Information"), including but not limited to business plans,
customer data, technical specifications, and pricing strategies.
7.2. Confidential Information shall not be disclosed to any third party
without the prior written consent of the disclosing Party, except to employees
and contractors who have a need to know and are bound by similar confidentiality
obligations.
8. Term and Termination
8.1. This Agreement shall commence on the Effective Date and shall continue
for an initial term of {{initial_term_months}} months/years (
"Initial Term"), automatically renewing for successive terms of
{{renewal_term_months}} months/years (
"Renewal Term") unless either Party provides written notice of non-renewal
at least {{notice_days}} days prior to the end of the then-current term.
8.2. Either Party may terminate this Agreement immediately upon written
notice if the other Party: (a) commits a material breach of this Agreement
and fails to cure such breach within {{cure_period_days}} days of receiving
written notice; (b) becomes insolvent, files for bankruptcy, or goes
into liquidation.
9. Governing Law and Dispute Resolution
9.1. This Agreement shall be governed by and construed in accordance with
the laws of {{governing_jurisdiction}}.
9.2. Any dispute, controversy, or claim arising out of or relating to
this Agreement, including the breach, termination, or validity
thereof, shall be referred to and finally resolved by arbitration
administered by {{arbitration_institution}} in accordance with its
Arbitration Rules, which Rules are deemed to be incorporated by
reference into this clause. The seat of arbitration shall be
{{arbitration_seat}}.
10. Entire Agreement
This Agreement, together with its Schedules, constitutes the entire understanding
between the Parties concerning the subject matter hereof and supersedes
all prior discussions, negotiations, and agreements, whether oral or written.
Signature Block
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as
of the Effective Date. SERVICE PROVIDER:
_____________________________ Name: {{provider_signatory_name}}
Title: {{provider_signatory_title}}
RESELLER: _____________________________ Name: {{reseller_signatory_name}}
Title: {{reseller_signatory_title}}
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