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Value Added Reseller Agreement
"I need a Value Added Reseller Agreement under Dutch law for my cloud-based software company, allowing VARs to integrate our API into their solutions and resell to enterprises, with strict data protection clauses and a requirement for VARs to provide first-line support."
1. Parties: Identification of the supplier and the Value Added Reseller, including full legal names and registered addresses
2. Background: Context of the agreement, brief description of the supplier's business, products, and the VAR's intended role
3. Definitions: Definitions of key terms used throughout the agreement, including Products, Territory, Value Added Services, etc.
4. Appointment and Scope: Terms of VAR appointment, whether exclusive or non-exclusive, and territorial scope
5. License Grant: Specific rights granted to the VAR to resell, modify, or bundle the supplier's products
6. VAR Obligations: Core responsibilities of the VAR including sales targets, reporting, staff training, and customer support
7. Supplier Obligations: Supplier's commitments regarding product supply, technical support, and training
8. Ordering and Delivery: Process for placing orders, delivery terms, and logistics arrangements
9. Prices and Payment: Pricing structure, payment terms, and invoicing procedures
10. Intellectual Property Rights: Protection of IP rights, usage of trademarks, and licensing terms
11. Confidentiality: Protection of confidential information exchanged between parties
12. Term and Termination: Duration of the agreement and circumstances for termination
13. Post-Termination: Rights and obligations of parties after agreement termination
14. General Provisions: Standard legal clauses including governing law, notices, and assignment
1. Minimum Purchase Commitments: Used when supplier requires VAR to maintain minimum purchase levels
2. Marketing and Promotion: Include when specific marketing obligations or cooperative advertising are required
3. Service Level Requirements: Necessary when setting specific performance metrics for VAR support services
4. White Labeling Rights: Include when VAR has rights to rebrand products
5. Data Protection: Required when personal data processing is involved in the relationship
6. Non-Competition: Include when restricting VAR from selling competing products
7. Source Code Escrow: Relevant when VAR requires access to source code under specific conditions
8. Import/Export Compliance: Necessary for international distribution arrangements
9. Insurance Requirements: Include when specific insurance coverage is required from VAR
10. Change Control: Used when formal processes for changes to products or services are needed
1. Schedule 1 - Products and Services: Detailed list of products and services covered by the agreement
2. Schedule 2 - Price List: Current pricing structure and reseller discounts
3. Schedule 3 - Territory Definition: Detailed description of geographical or market territories
4. Schedule 4 - Service Level Agreement: Detailed support and service requirements
5. Schedule 5 - Technical Requirements: Technical specifications and integration requirements
6. Schedule 6 - Reporting Templates: Standard forms for sales reporting and forecasting
7. Schedule 7 - Marketing Guidelines: Brand usage and marketing requirements
8. Appendix A - Contact Details: Key contacts for both parties for various functions
9. Appendix B - Training Requirements: Required training programs and certification levels
10. Appendix C - Compliance Requirements: Specific regulatory or industry compliance requirements
Authors
Additional Services
Affiliate
Agreement
Authorized Personnel
Background IP
Business Day
Confidential Information
Customer Data
Deliverables
Documentation
Effective Date
End User
End User Agreement
Force Majeure Event
Foreground IP
Intellectual Property Rights
License Fees
Licensed Products
Maintenance Services
Marks
Minimum Purchase Commitment
Net Sales
Original Products
Partner Portal
Price List
Products
Professional Services
Quarter
Resale Price
Revenue Targets
Service Levels
Software
Source Code
Specifications
Standard Support Services
Support Hours
Territory
Training Materials
Updates
Upgrades
Value Added Services
VAR Margins
VAR Solutions
Working Hours
Territory
License Grant
Intellectual Property
Confidentiality
Data Protection
Pricing and Payment
Ordering and Delivery
Service Levels
Performance Requirements
Training
Marketing
Reporting
Audit Rights
Warranties
Indemnification
Limitation of Liability
Insurance
Term and Termination
Force Majeure
Non-Competition
Non-Solicitation
Compliance
Assignment
Notices
Dispute Resolution
Governing Law
Entire Agreement
Severability
Amendment
Waiver
Third Party Rights
Export Control
Anti-Corruption
Publicity
Survival
Information Technology
Software Development
Telecommunications
Cloud Services
Hardware Manufacturing
Industrial Automation
Healthcare Technology
Financial Technology
Security Systems
Network Infrastructure
Enterprise Software
Digital Solutions
Professional Services
Manufacturing
Electronics
Legal
Sales
Business Development
Commercial
Procurement
Compliance
Partner Relations
Operations
Product Management
Channel Sales
Strategic Partnerships
Contract Administration
Chief Commercial Officer
Sales Director
Channel Manager
Business Development Manager
Legal Counsel
Commercial Director
Partnership Manager
Procurement Manager
Contract Manager
Compliance Officer
Chief Technology Officer
Operations Director
Product Manager
Account Executive
Sales Operations Manager
Channel Sales Director
Strategic Alliance Manager
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