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Distributor Reseller Agreement

Distributor Reseller Agreement Template for United States

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Key Requirements PROMPT example:

Distributor Reseller Agreement

"I need a Distributor Reseller Agreement for my software company to appoint an exclusive distributor in the Western United States, with minimum annual purchase requirements of $500,000 and specific requirements for technical training and support services."

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Document background
The Distributor Reseller Agreement is a critical legal instrument used when a manufacturer wants to expand their market reach through third-party distribution channels. This agreement, structured under U.S. federal and state laws, defines the commercial relationship between suppliers and their distribution partners. It addresses key aspects such as exclusive/non-exclusive rights, territory definitions, minimum purchase requirements, and compliance with antitrust regulations. The document is particularly important for maintaining quality control, protecting intellectual property, and ensuring consistent market representation while managing liability and risk.
Suggested Sections

1. Parties: Identification of the manufacturer/supplier and distributor, including full legal names and addresses

2. Background: Context of the agreement, including brief description of the business relationship and purpose

3. Definitions: Key terms used throughout the agreement

4. Appointment and Territory: Scope of distribution rights and geographic limitations

5. Products: Description of products covered by the agreement

6. Terms of Sale: Pricing, payment terms, delivery, and ordering process

7. Intellectual Property Rights: Usage rights for trademarks, copyrights, and other IP

8. Term and Termination: Duration of agreement and termination conditions

9. Confidentiality: Protection of confidential information

10. Governing Law: Applicable law and jurisdiction

Optional Sections

1. Minimum Purchase Requirements: Specific sales targets or minimum order quantities - used when supplier wants to ensure minimum performance levels

2. Marketing Obligations: Promotional requirements and marketing standards - used when brand consistency is important

3. Training Requirements: Product training and certification requirements - used for technical or complex products

4. Export Controls: Export restrictions and compliance requirements - used for international distribution

5. Data Protection: Privacy and data handling requirements - used when personal data is processed

Suggested Schedules

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

2. Price List: Current pricing structure and terms

3. Territory Map: Detailed description or map of authorized territory

4. Service Level Agreement: Performance metrics and support requirements

5. Brand Guidelines: Rules for using trademarks and marketing materials

6. Warranty Terms: Detailed warranty conditions and procedures

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Industries

Federal Antitrust Laws: Sherman Antitrust Act, Clayton Act, Robinson-Patman Act, and Federal Trade Commission Act - governing competition, monopolies, and fair trade practices

Uniform Commercial Code: Standardized set of laws governing commercial transactions, particularly the sale of goods and commercial paper

State Distribution Laws: State-specific franchise laws, dealer/distributor protection laws, and contract laws that may affect the distribution relationship

Intellectual Property Protection: Federal and state laws governing trademarks, copyrights, patents, and trade secrets that need to be addressed in the agreement

Competition Regulations: Vertical restraint regulations, price discrimination rules, and territorial restriction regulations affecting distribution relationships

Consumer Protection Laws: Product liability laws, warranty laws (including Magnuson-Moss Warranty Act), and consumer safety regulations

International Trade Regulations: Export control regulations, import regulations, and Foreign Corrupt Practices Act if international distribution is involved

Data Protection and Privacy: State privacy laws, federal privacy regulations, and specific legislation like CCPA for California-related business

Digital Commerce Laws: Digital Millennium Copyright Act and other regulations governing digital products and electronic commerce

Contract Essential Elements: Core legal requirements for distribution agreements including rights, territories, pricing, performance requirements, term/termination, warranties, and dispute resolution

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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