What is SaaS Reseller Agreement Drafting?
An SaaS (Software-as-a-Service) agreement is a contract between a software vendor and a reseller who is allowed to sell their product to customers.
This legal contract has to provide details about their working arrangement, such as in terms of sales territories, branding, customer support, and other aspects.
If you need to draft an SaaS reseller agreement, read the rest of this article to learn about key terms to include in it, how to draft it, and how a qualified lawyer can assist you with the process.
What Core Components are in a SaaS Reseller Agreement?
These are the common terms that usually appear in SaaS reseller agreements:
- Rights. This section of the contract explains if the reseller has an exclusive or non-exclusive right to sell the software.
- Service scope. It must be clear what services and products are covered by the agreement. This defines what the reseller is allowed to sell.
- Pricing. All elements of the pricing model must be included, such as the wholesale pricing, the reseller discount percentage, and how payment will work.
- Duties. Clearly explain the vendor’s and reseller’s duties, such as that the reseller has an obligation to sell the software.
- Intellectual Property (IP). The contract must make provision to protect the vendor’s IP, such as by stating permitted and non-permitted uses by the reseller.
- Duration. The agreement must be clear on how long it will last, from its commencement date to its termination or expiry date (both of which should be stated).
- Termination. This explains how either party can end the agreement and what notice periods must be provided.
What are Additional Tips for Drafting a SaaS Reseller Agreement?
When writing your agreement, you should consider adding extra information for clarity and to prevent disputes between parties.
Have Open Communication
It’s essential to have open, honest communication between parties prior to drafting the SaaS reseller agreement. If it helps, you could appoint a neutral third party to help you keep the communication lines open and encourage you to tackle any issues early on to prevent disputes.
Doing this before drafting your agreement will help you to identify any provisions that should be included in it.
Clarify IP Ownership and Usage
IP ownership is a potential trigger for conflict, so you want to provide clarity on it. Specify exactly how the reseller is and isn’t allowed to use the vendor’s IP and state that the vendor isn’t giving IP rights to the reseller but only enabling them to use a license. You should also mention that the vendor is the only party allowed to make changes to the IP.
Outline SaaS Vendor Duties
While the reseller will have certain obligations, such as selling the software, the company should also know what’s expected of them to prevent disputes. For example, this could include providing support or training to assist resellers.
Be specific by outlining exactly what they will give, such as marketing materials or sales tools, so there are no misaligned expectations.
Set Up Pricing Structures
When defining pricing structures, the SaaS reseller agreement must be comprehensive and clear. The pricing should be competitive and profitable to benefit both parties. All fees and commission rates must be specified so that there’s transparency.
Explain the License
SaaS reseller agreements might provide a license to the reseller. If this is the case, your agreement must specify exactly what the license is going to be used for, such as if the reseller has the rights to distribute, use, and customize the products. Being detailed is important to prevent ambiguity over what’s allowed and accidental contract violations.
How Does a Lawyer Help You with SaaS Reseller Agreement Drafting?
While you can draft your own SaaS reseller agreement, hiring a lawyer to assist you with the drafting process is beneficial in many ways. A lawyer will help you by:
- Ensuring the contract is legally enforceable and valid.
- Defining the reseller relationship properly, such as if the reseller is exclusive or non-exclusive.
- Setting clear commercial terms, such as discounts and commissions, so that there’s no ambiguity.
- Protecting IP and confidentiality by including the most suitable provisions.
- Drafting customer terms, such as which party is allowed to engage with customers and who will provide support.
- Allocating parties’ duties and obligations, such as for support, marketing, reporting, and training.
- Identifying and managing your liability and risks, which helps to tailor the agreement to your situation.
- Complying with all privacy laws and other regulations.
- Considering your business model so that you don’t have a generic template that doesn't meet your requirements.
Where to Find a Lawyer for SaaS Reseller Agreement Drafting
If you need to hire a lawyer to help you draft a SaaS reseller agreement, you can find one on an online legal platform like ContractsCounsel, one of the largest online legal marketplaces that gives you instant access to a curated network of lawyers.
All the lawyers on ContractsCounsel are skilled and have been vetted on the platform. They have the expertise to help you with professional contract drafting and review.
To request that a lawyer on the platform drafts your SaaS reseller agreement, follow these easy steps:
- Go to the ContractsCounsel marketplace.
- Post your project for free. Include a few details to help you find the most suitable lawyer, such as the type of software or license that’s covered by the agreement.
- Receive multiple bids from lawyers directly on the platform who have the experience to help you.
- Review the lawyers’ profiles. Before hiring a lawyer to draft your agreement, go through the platform’s extensive lawyer data, such as their location, client ratings for previous projects, expertise, and credentials.
- Connect with a lawyer you think is best suited to your requirements and hire them to draft your SaaS reseller agreement for a flat fee.
