SAAS Reseller Agreement

{{company_name}}

{{company_address}}

Phone: {{phone}} | Email: {{email}} | Web: {{website}}

SAAS Reseller Agreement

SAAS Reseller Agreement

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

**SAAS RESELLER AGREEMENT**

1. PARTIES

This SAAS Reseller Agreement (the “Agreement”) is entered into as of {{effective_date}} (the “Effective Date”) by and between:

**[SAAS PROVIDER NAME]**, a company duly incorporated under the laws of {{provider_country}}, with its principal place of business at {{provider_address}} (hereinafter referred to as the “Provider”); and

**[RESELLER NAME]**, a company duly incorporated under the laws of {{reseller_country}}, with its principal place of business at {{reseller_address}} (hereinafter referred to as the “Reseller”).

Provider and Reseller may be referred to individually as “Party” and collectively as “Parties.”

2. RECITALS

WHEREAS, Provider is the owner and developer of certain Software as a Service (SaaS) products, as described in Schedule A (the “Products”);

WHEREAS, Reseller is engaged in the business of marketing and selling software solutions and desires to resell the Products to its customers;

WHEREAS, the Parties wish to enter into an agreement allowing Reseller to market, promote, and sell the Products in accordance with the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows:

3. APPOINTMENT AND TERRITORY

3.1 **Appointment**. Subject to the terms and conditions of this Agreement, Provider hereby grants to Reseller a non-exclusive, non-transferable right to market, promote, and resell the Products to end-users in the territory defined in Schedule B (the “Territory”).

3.2 **Territory**. The Reseller’s sales territory shall be {{territory_description}}.

3.3 **No Exclusivity**. Nothing in this Agreement shall prevent the Provider from directly selling or appointing other resellers for the Products within the Territory or elsewhere.

4. RESELLER RESPONSIBILITIES

4.1 **Marketing and Sales**. Reseller shall use its best efforts to market, promote, and resell the Products within the Territory and shall comply with Provider’s branding and marketing guidelines.

4.2 **Customer Support**. Reseller shall provide first-line technical support to its customers for the Products. Provider will provide second-line support to Reseller as per the terms in Schedule C.

4.3 **Compliance**. Reseller shall comply with all applicable laws and regulations in its marketing, sales, and support activities.

4.4 **Reporting**. Reseller shall provide sales reports to Provider on a {{reporting_frequency}} basis detailing sales of the Products, as per the format in Schedule D.

5. PROVIDER RESPONSIBILITIES

5.1 **Product Access**. Provider shall provide Reseller with access to the Products for demonstration and sales purposes, as well as necessary sales and marketing materials.

5.2 **Training**. Provider shall provide initial training to Reseller’s sales and support staff on the Products.

5.3 **Technical Support**. Provider shall provide technical support to Reseller for issues that Reseller cannot resolve, as detailed in Schedule C.

5.4 **Product Updates**. Provider shall inform Reseller of any significant updates, upgrades, or changes to the Products.

5.5 **Pricing**. Provider shall provide Reseller with a reseller price list for the Products, which may be updated periodically with {{notice_period}} days’ notice.

6. FEES AND PAYMENT

6.1 **Reseller Fees**. Reseller shall pay Provider for each Product sold at the agreed-upon reseller price as per the price list provided by Provider.

6.2 **Payment Terms**. Reseller shall remit payment to Provider within {{payment_days}} days of the end of each {{payment_period}} in which sales occurred.

6.3 **Currency**. All payments under this Agreement shall be made in {{currency}}.

6.4 **Taxes**. Reseller shall be responsible for all taxes, duties, and levies associated with its resale activities, excluding Provider’s income taxes.

7. TERM AND TERMINATION

7.1 **Term**. This Agreement shall commence on the Effective Date and continue for a period of {{initial_term_years}} year(s) (the “Initial Term”), automatically renewing for successive {{renewal_term_years}} year(s) terms unless terminated earlier as provided herein.

7.2 **Termination for Cause**. Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches any of its obligations hereunder and fails to cure such breach within {{cure_period_days}} days after receiving written notice of the breach.

7.3 **Termination for Convenience**. Either Party may terminate this Agreement for convenience by providing {{notice_period_days}} days’ written notice to the other Party.

7.4 **Effect of Termination**. Upon termination, Reseller shall immediately cease all marketing, promotion, and sales of the Products and shall return to Provider all confidential information and marketing materials.

8. CONFIDENTIALITY

Both Parties agree to keep confidential all non-public information disclosed by the other Party during the term of this Agreement and for a period of {{confidentiality_years}} years thereafter, including but not limited to business plans, customer lists, technical data, and pricing information. This obligation shall not apply to information that is publicly available, independently developed, or rightfully obtained from a third party.

9. INDEMNIFICATION

9.1 **Provider Indemnification**. Provider shall indemnify, defend, and hold harmless Reseller from and against any claims, damages, liabilities, and expenses arising out of any actual or alleged infringement of any intellectual property rights by the Products.

9.2 **Reseller Indemnification**. Reseller shall indemnify, defend, and hold harmless Provider from and against any claims, damages, liabilities, and expenses arising out of Reseller's breach of its obligations under this Agreement or Reseller's negligence or willful misconduct.

10. GOVERNING LAW AND DISPUTE RESOLUTION

10.1 **Governing Law**. This Agreement shall be governed by and construed in accordance with the laws of {{governing_law_country}}, without regard to its conflict of law principles.

10.2 **Dispute Resolution**. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by arbitration under the rules of {{arbitration_institution}}.

10.3 **Arbitration Place**. The seat of arbitration shall be {{arbitration_city}}, {{arbitration_country}}.

11. ENTIRE AGREEMENT

This Agreement, including all attached schedules, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

SIGNATURES

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date.

**PROVIDER:**

_____________________________

Name: {{provider_signatory_name}}

Title: {{provider_signatory_title}}

Date: {{provider_signature_date}}

**RESELLER:**

_____________________________

Name: {{reseller_signatory_name}}

Title: {{reseller_signatory_title}}

Date: {{reseller_signature_date}}