Reseller Agreement

PREPARED FOR
[Reseller Company]

PREPARED BY
[Sender Company]

Reseller Agreement

This Reseller Agreement (hereinafter referred to as the “Agreement”) is entered and shall be effective as on [Effective Date] (hereinafter referred to as the “Effective Date”)
 
By and Between

[Sender Company] (hereinafter referred to as the “Company”), having its place of business at [Sender Company Address] and;

[Reseller Company] (hereinafter referred to as the “Reseller”), having its place of business at [Reseller Company Address].

Hereinafter, the Company and the Reseller shall be collectively referred to as the “Parties” and individually as the “Party.”

WHEREAS the Company agrees and appoints the Reseller to resale, market, promote, [Other grant of rights to Reseller, if any] the Company's Products (hereinafter referred to as the “Products”);

THEREFORE, the Parties agree to comply with the terms and conditions as proposed below:

TERMS AND CONDITIONS.

1. AUTHORIZATION.

The Company authorizes and grants a special license to the Reseller to resell, market, promote, [Other grant of rights to Reseller, if any] the Products as agreed upon by the Parties hereto in the State of [State where Reseller is authorized to operate].

2. PAYMENT TERMS.

For the Company to provide the Reseller with the Products, the Company shall invoice the Reseller an amount of [Invoice Amount] as compensation for the Products delivered. This amount shall be paid to the Company within [Payment Due in Days] day(s) from the date of invoice. The Company shall only accept payment from the Reseller in [Mode of Payment].

3. OBLIGATIONS.

The Reseller shall be responsible for the sales and promotions of the Products. Furthermore, the Reseller shall provide the Company with the details about the promotions, sale pricing, customer details, and other necessary information required by the Company in a timely manner.

4. DELIVERY SCHEDULE.

The Company shall dispatch and deliver the Products within [Dispatch and Delivery in Days] day(s) upon receiving an order from the Reseller. Failing to do so shall result in termination of the Agreement by the Reseller without any prior written notice.

5. REPRESENTATION AND WARRANTY.

The Company hereby represents all the Products approved for use under the jurisdiction laws of the state of [Jurisdiction] and warrants the same to the Reseller.

Should the Reseller receive any Products that are damaged or do not meet the described specifications or expectations, they must promptly notify the Company in writing within [Damaged products to be reported in days] day(s) of receipt. The Company shall be responsible for replacing such damaged products.

If the Company fails to deliver the replacement within [Delivery of replaced products in days] day(s) upon receiving notice from the Reseller, the Reseller shall have the right to cancel or terminate the Agreement between the Parties without any prior written notice.

6. TERM AND TERMINATION.

The Agreement shall be enforceable as per the aforementioned Effective Date and shall continue to exist in perpetuity. This Agreement shall only be terminated with the written consent of both Parties except as otherwise mentioned herein in the Agreement.

7. CONFIDENTIALITY.

The Parties agree and acknowledge that they shall have access to the other Party's confidential information during the term of this Agreement.

The Parties shall refrain from disclosing the aforementioned confidential information publicly or to any third party, including but not limited to any inadvertent disclosure that causes irreparable harm, loss, damage, or injury to the other Party.

8. INTELLECTUAL PROPERTY RIGHTS.

Nothing in this Agreement will function to transfer any of either Party's Intellectual Property Rights to the other Party.

9. TITLE AND RESTRICTIONS.

The Reseller shall not have any right, title, or interest in the Products and cannot directly or indirectly change and/or modify the Products.

10. LIMITATION OF LIABILITY.

Neither Party shall be liable to the other Party for any indirect, special, or consequential damages arising from this Agreement.

11. ARBITRATION.

In the event of any dispute arising in and out of this Agreement between the Parties, it shall be resolved by arbitration. There shall be [Number of Arbitrators] arbitrator(s) who shall be appointed by [Arbitration Appointing Party Name]. The venue of arbitration shall be [Location of Arbitration], and the Seat shall be [State of Seat]. The arbitrators' decision shall be final and binding on both Parties.

12. GOVERNING LAW.

The Agreement herein shall be governed by and construed in accordance with the jurisdiction laws of the state of [Governing Law].

13. INCLINATION.

The Parties must acknowledge that this Agreement hereinafter is solely for the benefit of the Parties undersigned.

14. NOTICES.

All notices to the Parties, digitally or physically, shall be addressed respectively through certified mailing address, email, or fax.

15. AMENDMENTS.

No modification or waiver of the provisions of this Agreement shall be valid or binding on either Party unless in writing and signed by both Parties.

16. FORCE MAJEURE.

Neither Party shall be liable for any loss or delay resulting from any Force Majeure events, including acts of God, fire, natural disaster, labor stoppage, war or military hostilities, or inability of carriers to make scheduled deliveries, and any payment or delivery date shall be extended to the extent of any delay resulting from any Force Majeure event.

17. RELATIONSHIP OF PARTIES.

It is hereby agreed that the Parties herein are independent contractors, and their relationship shall not constitute a partnership or a joint venture.

18. ENTIRE AGREEMENT.

This Agreement, therefore, constitutes the agreement between the Parties concerning the matter of subject hereof and thus supersede all prior agreements, purchases, understandings, and negotiations, written or verbal, between the Parties.

ACCEPTANCE AND SIGNATURE.

IN WITNESS WHEREOF, the Parties agree to the terms and conditions set forth above as demonstrated by their signatures as follows:

[Reseller Company]

[Sender Company]

Name:

Name:

Signature:

Signature:

Date:

Date:

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