SaaS reseller agreement

This software-as-a-service (SaaS) reseller agreement sets out the basis upon which a reseller may be appointed by a vendor to resell SaaS/hosted services.

The main agreement provides a framework within which particular contracts for services may be formed.

The core provisions of the SaaS reseller agreement cover the process by which particular end customer orders are agreed, the use of the vendor's marketing materials and trade marks by the reseller, contract management processes and confidentiality obligations.

In relation to each end customer, the reseller enters into a contract with that customer for the provision of the software services, while the vendor enters into a corresponding contract with the reseller for the provision of those same services.

The template provides for two different contracting models. First, the vendor may authorise the reseller to enter into contracts on the basis of terms and conditions set out as a schedule to the reseller agreement. Second, the vendor may authorise the reseller to negotiate the terms and conditions with each customer, in which case the vendor must consent to the terms of each customer contract before it comes into force.

This SaaS reseller agreement template does not include end customer T&Cs, which should be prepared separately and added as a schedule to this agreement.

To avoid any issues of price fixing, the vendor should not have control of prices paid by the end customer. If the vendor will be paid a percentage of sales, some protection is needed to ensure that the vendor's share does not drop below acceptable levels.

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SaaS reseller agreement contents

Definitions: definitions.
Term: commencement of term; end of term.
No exclusivity: no resale of hosted services exclusivity for
the Reseller
.
Reselling: rights to market and contract for resale of hosted services; consent of
Provider
to customer identity; terms of resale customer orders for hosted services; no
Provider
consent to pricing of hosted services; reseller contracting procedure;
Reseller
orders are separate contracts; specific terms of
Reseller
order; termination of
Reseller
order has no effects on other contracts.
Provider
Marketing Materials: discretionary supply of marketing materials; obligation to supply marketing materials; grant of licence to use marketing materials (hosted services); agreement to use of marketing materials; rules on use of marketing materials; marketing materials on termination.
Licence of
Provider
Trade Marks: licence to use trade marks (hosted services resale); sub-licensing of rights to use trade marks; trade mark style guide; standard of use of trade marks; use of trade mark symbols; prohibition on actions liable to damage trade marks; restrictions relating to similar trade marks; goodwill in trade marks; trade marks further assurance; specific request to cease use of trade marks; right to make reasonable demands in relation to use of trade marks; identify trade mark licensor on each public use; no assignment of trade marks; no implied rights to trade marks; trade marks upon termination.
No assignment of Intellectual Property Rights: no assignments of intellectual property rights.
Representatives: instructions given by first party representatives; instructions given by second party representatives.
Management: management meetings; notice to be given when requesting management meeting; attendance of representatives at management meetings.
Confidentiality obligations:
Provider
confidentiality undertaking;
Reseller
confidentiality undertaking; disclosure of confidential information to certain persons; exceptions to confidentiality obligations; disclosures of confidential information mandated by law etc; parties to stop using confidential information upon termination; parties to delete confidential information following termination; confidentiality obligations after termination.
Publicity: limited public disclosures; limited public disclosures by
Provider
; limited public disclosures by
Reseller
; confidentiality obligations overriding.
Warranties: first party warranty of authority; second party warranty of authority; exclusion of implied warranties and representations.
Indemnities: indemnity (flexible, with definition); conditions upon first party indemnity; indemnity (flexible, with definition); conditions upon second party indemnity; limitations of liability vs indemnities.
Limitations and exclusions of liability: caveats to limits of liability; interpretation of limits of liability; no liability for force majeure; no liability for loss of profits; no liability for loss of revenue; no liability for loss of use; no liability for loss of opportunities; no liability for loss of data or software; no liability for consequential loss; aggregate liability cap upon services contract.
Force Majeure Event: obligations suspended for force majeure; force majeure notification and information; mitigation of effects of force majeure.
Termination: termination without cause (optionally asymmetric); termination by either party without cause; termination upon breach; termination upon insolvency; rights of termination supplemental or exclusive.
Effects of termination: surviving provisions upon termination; termination does not affect accrued rights; termination does not affect
Reseller
orders.
Non-solicitation of personnel: non-solicitation of employees by second party; non-solicitation of employees by first party; non-solicitation exception for general advertisements.
Anti-corruption: mutual assurance of compliance with anti-corruption laws; mutual obligation to notify anti-corruption law breaches;
Provider
anti-corruption obligations for associated persons; parties to maintain books and records relating to payments and benefits;
Provider
to comply with
Reseller
anti-corruption policy;
Provider
to maintain anti-corruption policies; mutual co-operation with anti-corruption exercises; document does not prevent of reporting anti-corruption breaches; breach of section constitutes material breach.
Anti-tax evasion: mutual assurance of compliance with anti-tax evasion laws;
Provider
anti-tax evasion obligations for associated persons;
Provider
to comply with
Reseller
anti-tax evasion policy;
Provider
to maintain anti-tax evasion policies; breach of section constitutes material breach.
Notices: contractual notices must be in writing; methods and deemed receipt of contractual notices; substitute contact details for notices.
Assignment: assignment by first party; assignment by second party.
No waivers: no unwritten waivers of breach; no continuing waiver.
Severability: severability of whole; severability of parts.
Third party rights: third party rights: benefit; third party rights: exercise of rights.
Variation: variation in writing and signed.
Entire agreement: entire agreement: documents; no misrepresentation; section subject to caveats to limits of liability.
Law and jurisdiction: governing law; jurisdiction.
Interpretation: statutory references; section headings not affecting interpretation; calendar month meaning; no ejusdem generis.

Schedule 1 (Customer terms and conditions)

Prompt for customer terms and conditions.

Schedule 2 (Agreement particulars)

Financial provisions: financial provisions prompt.
Provider
Trade Marks: prompt for identification of
Provider
trade marks.
Representatives: first party representatives; second party representatives.
Contractual notices: prompt for
Provider
contractual notice address details; prompt for
Reseller
contractual notice address details.

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Version	1.0
First published	6 Jun 2023
Law	English law and EU law
Language	English (UK)
^†Word count	9,369
^†Template pages	22

† These figures are approximations.

IT law Online services Software reselling Cloud services Web hosting Agreement

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