White Label SaaS Agreement

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White Label SaaS Agreement

White Label SaaS Agreement

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WHITE LABEL SAAS AGREEMENT

This White Label SaaS Agreement ("Agreement") is entered into as of {{date_of_agreement}} ("Effective Date"), by and between:

1. {{Provider_Company_Name}}, a company duly incorporated under the laws of [South Africa/Nigeria/Kenya], with its principal place of business at {{Provider_Company_Address}} (hereinafter referred to as "Provider"); and

2. {{Reseller_Company_Name}}, a company duly incorporated under the laws of [South Africa/Nigeria/Kenya], with its principal place of business at {{Reseller_Company_Address}} (hereinafter referred to as "Reseller").

Provider and Reseller are hereinafter collectively referred to as the "Parties" and individually as a "Party".

1. DEFINITIONS

1.1. "SaaS Services" means the software-as-a-service application(s) and any related services provided by the Provider to the Reseller as described in Schedule A.

1.2. "White Label Branding" means the customization of the SaaS Services with the Reseller's branding, including but not limited to logos, colours, and domain names, as agreed upon by both Parties.

1.3. "End User" means any customer of the Reseller who accesses and uses the White Label SaaS Services.

1.4. "Confidential Information" means all non-public information, whether oral or written, disclosed by one Party to the other Party, that is designated as confidential or that, by the nature of the circumstances surrounding disclosure, ought to be treated as confidential.

2. GRANT OF RIGHTS

2.1. Licensing: Subject to the terms and conditions of this Agreement, Provider grants Reseller a non-exclusive, non-transferable, revocable license to market, resell, and provide the White Label SaaS Services to End Users under the Reseller's brand.

2.2. White Labeling: Provider agrees to implement the White Label Branding as per the specifications provided by the Reseller in Schedule B.

2.3. End User Agreements: Reseller shall be solely responsible for entering into agreements with End Users for the provision of the White Label SaaS Services. Such agreements shall comply with all applicable laws and shall not include any terms that contradict the Provider's terms of service or this Agreement.

3. FEES AND PAYMENT

3.1. Payment Structure: Reseller shall pay Provider the fees as set out in Schedule C ("Fees"). The Fees may include, but are not limited to, a recurring subscription fee, licensing fees per End User, or revenue share.

3.2. Invoicing and Payment: Provider shall invoice Reseller on a {{monthly/quarterly}} basis for the Fees incurred during the preceding period. Reseller shall pay all undisputed invoices within {{number_of_days}} days of the invoice date. All payments shall be made in {{currency}}.

3.3. Taxes: All Fees are exclusive of any sales, use, excise, value-added, or other taxes, duties, or levies which may be imposed by any taxing authority, and Reseller shall be responsible for payment of all such taxes.

4. SUPPORT AND MAINTENANCE

4.1. Provider Support: Provider shall be responsible for the technical support and maintenance of the underlying SaaS Services. This includes bug fixes, updates, and general system maintenance.

4.2. Reseller Support: Reseller shall be the first point of contact for End User support and shall provide front-line support to its End Users. Reseller may escalate technical issues to Provider as per the terms outlined in Schedule D.

5. DATA PRIVACY AND SECURITY

5.1. Data Processing: The Parties acknowledge and agree that in the course of providing and using the White Label SaaS Services, personal data may be processed. Both Parties shall comply with all applicable data protection laws and regulations, including but not limited to the Protection of Personal Information Act (POPIA) in South Africa, Nigeria Data Protection Regulation (NDPR) in Nigeria, or Data Protection Act (DPA) in Kenya, as applicable.

5.2. Security Measures: Provider shall implement and maintain appropriate technical and organizational measures to ensure the security and confidentiality of End User data accessed or processed through the White Label SaaS Services.

6. CONFIDENTIALITY

6.1. Obligation of Confidentiality: Each Party agrees to keep confidential all Confidential Information disclosed by the other Party. Neither Party shall use the other Party's Confidential Information for any purpose other than as necessary to perform its obligations under this Agreement.

6.2. Exceptions: The obligations of confidentiality shall not apply to information that: (a) is or becomes publicly available without breach of this Agreement; (b) was known to the receiving Party prior to its disclosure by the disclosing Party; (c) is independently developed by the receiving Party without use of the disclosing Party's Confidential Information; or (d) is required to be disclosed by law.

7. TERM AND TERMINATION

7.1. Term: This Agreement shall commence on the Effective Date and shall continue for an initial term of {{initial_term_duration}} unless terminated earlier in accordance with the terms herein. Thereafter, this Agreement shall automatically renew for successive terms of {{renewal_term_duration}} unless either Party gives written notice of non-renewal at least {{notice_period}} days prior to the end of the then-current term.

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 after receiving written notice thereof.

8. LIMITATION OF LIABILITY AND INDEMNIFICATION

8.1. Limitation of Liability: To the maximum extent permitted by law, neither Party shall be liable to the other for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses, resulting from (a) your access to or use of or inability to access or use the services; (b) any conduct or content of any third party on the services; (c) any content obtained from the services; and (d) unauthorized access, use or alteration of your transmissions or content.

8.2. Indemnification: Each Party agrees to indemnify, defend, and hold harmless the other Party, its officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees, arising out of or in any way connected with (a) a breach of this Agreement by the indemnifying Party; or (b) any third-party claim arising from the indemnifying Party's gross negligence or willful misconduct.

9. GOVERNING LAW AND DISPUTE RESOLUTION

9.1. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of [South Africa/Nigeria/Kenya], without regard to its conflict of laws principles.

9.2. Dispute Resolution: Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, shall be resolved through good faith negotiations between the Parties. If the Parties are unable to resolve the dispute within {{negotiation_period}} days, the dispute shall be submitted to mediation in [City, Country] with a mutually agreed-upon mediator. If mediation is unsuccessful, the dispute shall be finally settled by arbitration in [City, Country] in accordance with the rules of the [relevant arbitration body, e.g., Arbitration Foundation of Southern Africa (AFSA)].

10. ENTIRE AGREEMENT

This Agreement, including all attached schedules, constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter.

SIGNATURES

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

PROVIDER:

By: _____________________________

Name: {{Provider_Signatory_Name}}

Title: {{Provider_Signatory_Title}}

Date: _____________________________

RESELLER:

By: _____________________________

Name: {{Reseller_Signatory_Name}}

Title: {{Reseller_Signatory_Title}}

Date: _____________________________