SaaS reseller agreement

SaaS reseller agreement contents

1. Definitions: definitions.
2. Term: commencement of term; end of term.
3. No exclusivity: no resale of hosted services exclusivity for 
   the Reseller
   .
4. 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.
5. 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.
6. 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.
7. No assignment of Intellectual Property Rights: no assignments of intellectual property rights.
8. Representatives: instructions given by first party representatives; instructions given by second party representatives.
9. Management: management meetings; notice to be given when requesting management meeting; attendance of representatives at management meetings.
10. 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.
11. Publicity: limited public disclosures; limited public disclosures by 
    Provider
    ; limited public disclosures by
    Reseller
    ; confidentiality obligations overriding.
12. Warranties: first party warranty of authority; second party warranty of authority; exclusion of implied warranties and representations.
13. Indemnities: indemnity (flexible, with definition); conditions upon first party indemnity; indemnity (flexible, with definition); conditions upon second party indemnity; limitations of liability vs indemnities.
14. 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.
15. Force Majeure Event: obligations suspended for force majeure; force majeure notification and information; mitigation of effects of force majeure.
16. Termination: termination without cause (optionally asymmetric); termination by either party without cause; termination upon breach; termination upon insolvency; rights of termination supplemental or exclusive.
17. Effects of termination: surviving provisions upon termination; termination does not affect accrued rights; termination does not affect 
    Reseller
     orders.
18. Non-solicitation of personnel: non-solicitation of employees by second party; non-solicitation of employees by first party; non-solicitation exception for general advertisements.
19. 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.
20. 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.
21. Notices: contractual notices must be in writing; methods and deemed receipt of contractual notices; substitute contact details for notices.
22. Assignment: assignment by first party; assignment by second party.
23. No waivers: no unwritten waivers of breach; no continuing waiver.
24. Severability: severability of whole; severability of parts.
25. Third party rights: third party rights: benefit; third party rights: exercise of rights.
26. Variation: variation in writing and signed.
27. Entire agreement: entire agreement: documents; no misrepresentation; section subject to caveats to limits of liability.
28. Law and jurisdiction: governing law; jurisdiction.
29. 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)

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