SaaS Reseller Agreement Template

A SaaS reseller agreement is a pivotal legal document outlining the terms and conditions between a SaaS provider and a reseller. A well-structured, professional agreement is essential to protect the interests of both parties and fosters a trusting business relationship. This guide delves into the key components of a SaaS reseller agreement template and offers insights into design elements that exude professionalism and trust.

Understanding the Purpose

A SaaS reseller agreement serves multiple purposes:

Defining the Relationship: Clearly establishes the roles and responsibilities of the SaaS provider and reseller.

Granting Reseller Rights: Outlines the reseller’s rights to market, sell, and distribute the SaaS product.

Protecting Intellectual Property: Safeguards the SaaS provider’s intellectual property rights.

Governing Terms and Conditions: Specifies pricing, payment terms, termination provisions, and dispute resolution mechanisms.

Essential Components of a SaaS Reseller Agreement

Parties Involved

Clearly identify the SaaS provider and reseller, including their legal names, addresses, and contact information.

Specify the effective date of the agreement.

Definitions

Provide definitions for key terms used throughout the agreement, such as “SaaS product,” “reseller territory,” “customer,” and “confidential information.”

Grant of License

Define the scope of the reseller’s license, including the specific SaaS products they are authorized to resell.

Specify the geographical territory covered by the agreement.

Outline any restrictions or limitations on the reseller’s rights.

Pricing and Payment

Detail the pricing structure for the SaaS product, including any discounts or commissions offered to the reseller.

Establish payment terms, including due dates, payment methods, and late payment penalties.

Specify invoicing procedures and responsibilities.

Intellectual Property

Clearly outline ownership of intellectual property rights, including trademarks, copyrights, and patents.

Specify the reseller’s rights to use the SaaS provider’s intellectual property for marketing purposes.

Impose confidentiality obligations on the reseller to protect sensitive information.

Term and Termination

Define the initial term of the agreement and any renewal options.

Specify grounds for termination by either party, including breach of contract or material default.

Outline the procedures for termination and any post-termination obligations.

Warranties and Disclaimers

Specify the SaaS provider’s warranties regarding the SaaS product, if any.

Include disclaimers of warranties and limitations of liability.

Address indemnification obligations for both parties.

Confidentiality

Define confidential information and protect it from unauthorized disclosure.

Specify the duration of confidentiality obligations.

Dispute Resolution

Outline the process for resolving disputes, such as mediation or arbitration.

Specify the governing law and jurisdiction.

Miscellaneous

Include provisions for assignment, force majeure, and entire agreement.

Provide for notice requirements and governing law.

Design Elements for Professionalism and Trust

A well-designed agreement not only enhances readability but also conveys a sense of professionalism and trustworthiness. Consider the following design elements:

Clear and Concise Language: Use plain language and avoid legal jargon whenever possible.

Consistent Formatting: Employ consistent headings, font styles, and spacing throughout the agreement.

Logical Organization: Structure the agreement in a clear and logical manner, with related provisions grouped together.

Professional Layout: Use a clean and professional layout with ample white space.

Error-Free Content: Proofread carefully to eliminate errors and typos.

By incorporating these design elements, you can create a SaaS reseller agreement that is not only legally sound but also visually appealing and trustworthy.

Remember to consult with an attorney to ensure that your SaaS reseller agreement complies with applicable laws and adequately protects your business interests.