Reseller Agreement

What the agreement has to settle

The commercial core is pricing: what discount the reseller buys at, whether it may set its own end price, and whether the vendor can sell direct into the same accounts. Around that sit scope questions such as territory, exclusivity and which products are covered, and operational ones such as who invoices the customer, who provides first-line support, and who owns the customer data.

Resale versus agency structure

In a true resale, the partner buys the licence and sells it on, so the partner holds the customer contract and carries the credit risk. In an agency or referral structure, the vendor contracts directly with the customer and pays the partner a commission. The distinction has real tax, revenue recognition and liability consequences, and it should be settled before anything else in the negotiation.

For SaaS specifically, resale is complicated by the fact that the vendor still runs the service. Many agreements end up as hybrids, with the partner billing the customer while the vendor retains the terms of service relationship.

Clauses that cause trouble later

Exclusivity granted too readily is the classic one: a territory locked to an underperforming partner is very hard to unwind. Renewal ownership is another, because if the agreement is silent on who owns the renewal, both parties will assume it is theirs. Termination and transition terms matter most of all: what happens to existing customers when the relationship ends decides whether a breakup is orderly or damaging.

Why affiliate programs need much less paper

An affiliate agreement is a fraction of the length because the affiliate never holds the customer relationship. There is no margin to negotiate, no territory, no invoicing question and no transition problem, so the terms reduce to promotional conduct, commission mechanics and termination. That is a large part of why a company can onboard hundreds of affiliates in the time it takes to sign one reseller.