Master Reseller Agreement Template for England and Wales

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Key Requirements PROMPT example:

Master Reseller Agreement

"I need a Master Reseller Agreement for my software company to appoint an exclusive distributor in the UK and Ireland, with strict minimum purchase commitments and the ability for them to appoint sub-resellers subject to our approval."

Document background
The Master Reseller Agreement serves as the primary contractual framework for businesses looking to establish formal distribution channels in the UK market. This agreement, governed by English and Welsh law, is particularly valuable when a supplier wishes to maintain control over their distribution network while delegating sales responsibilities to a master reseller. It typically includes detailed provisions for territory management, pricing controls, performance targets, and intellectual property protection. The document is essential for businesses seeking to expand their market reach while maintaining brand consistency and legal compliance across their distribution network.
Suggested Sections

1. Parties: Identification and details of contracting parties

2. Background: Context and purpose of the agreement

3. Definitions: Key terms used throughout the agreement

4. Appointment and Territory: Scope of reseller appointment and territorial limitations

5. Products and Pricing: Product specifications and pricing structure

6. Orders and Delivery: Process for ordering and delivering products

7. Payment Terms: Payment conditions, timing, and methods

8. Intellectual Property Rights: IP ownership and usage rights

9. Warranties and Indemnities: Product warranties and mutual indemnification provisions

10. Confidentiality: Protection of confidential information

11. Term and Termination: Duration and termination provisions

12. General Provisions: Boilerplate clauses including governing law, notices, and assignment

Optional Sections

1. Marketing Obligations: Marketing requirements and restrictions for the reseller

2. Training Requirements: Product training and certification requirements for reseller staff

3. Service Level Agreement: Performance metrics and service standards

4. Minimum Purchase Requirements: Minimum order quantities or revenue commitments

5. Data Protection: Specific provisions for handling personal data and GDPR compliance

Suggested Schedules

1. Schedule 1 - Product List: Detailed list of products covered by the agreement

2. Schedule 2 - Price List: Current pricing structure and discounts

3. Schedule 3 - Territory Map: Geographical boundaries of authorized sales territory

4. Schedule 4 - Service Level Requirements: Detailed service level metrics and requirements

5. Schedule 5 - Brand Guidelines: Rules for using supplier's branding and trademarks

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Clauses
Relevant Industries
Relevant Teams
Relevant Roles
Industries

Sale of Goods Act 1979: Primary legislation governing contracts for the sale of goods, including implied terms about quality and fitness for purpose, and defining rights and remedies

Consumer Rights Act 2015: Legislation protecting consumer rights, setting quality standards, and impacting warranties and representations when end-users could be consumers

Competition Act 1998: Regulates anti-competitive agreements, affecting territorial restrictions, pricing controls, and exclusivity arrangements in reseller relationships

Commercial Agents Regulations 1993: Governs rights and obligations of commercial agents, potentially applicable depending on the nature of the reseller relationship

Data Protection Act 2018 and UK GDPR: Legislation governing data protection requirements and data sharing between parties, including customer data handling

Contract Law Principles: Fundamental legal principles including offer, acceptance, consideration, and intention to create legal relations

Trade Marks Act 1994: Intellectual property legislation governing trademark protection and usage in reseller relationships

Copyright, Designs and Patents Act 1988: Legislation protecting intellectual property rights and governing licensing arrangements

Electronic Commerce Regulations 2002: Regulations governing online sales and electronic transactions in reseller arrangements

Modern Slavery Act 2015: Legislation requiring consideration of supply chain compliance and modern slavery prevention measures

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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