What is Value Added Reseller Agreement Drafting?
A value added reseller agreement is a legal contract between a manufacturer or software developer and a partner who customizes the product before selling it.
This agreement has various benefits, such as helping businesses to expand their reach and providing their customers with more value.
Read the rest of this article to explore how to write a value added reseller agreement, looking at key terms and drafting tips, and when to consult a lawyer for help with the drafting process.
What Information is Included in a Value Added Reseller Agreement?
A value added reseller agreement usually contains the following key terms:
- Grant of rights. This defines the permission to market, sell, and distribute the product.
- Territory and scope. It’s important to identify the geographic location or customer segments that the agreement covers.
- Obligations. This section clarifies what services will be provided, such as tech support or software customization.
- Intellectual property (IP). The agreement should clarify who owns the main product and what rights the reseller has to sell their bundled services.
- Payment terms. All pricing and payment terms must be detailed. This should include reseller discounts, wholesale costs, and payment deadlines.
- Restrictions. This must list all prohibited actions, such as reverse-engineering, to prevent misuse.
- Maintenance. Explain which party will be responsible for things that go wrong, such as bugs and how they can be fixed.
- Termination. If parties want to end the agreement early, the agreement should specify how they can do this.
What are Tips for Drafting a Value Added Reseller Agreement?
Now that you’ve established the value added reseller agreement terms, you should specify additional information to protect both parties involved in the contract.
Provide a Detailed Product Description
You should explain the exact product that will be sold, using specific wording and avoiding ambiguity that can create confusion during parties.
Be Clear About IP
In some value added reseller agreements, the IP rights stay with the product manufacturer but resulting data from the IP can be left uncertain. Avoid this by being clear about which party retains IP and any resulting data, as well as how ownership should be handled after the agreement ends.
Protect Your Interests with Restrictions
It’s important to specify what activities aren’t allowed under the agreement. Think beyond reverse-engineering, such as by mentioning a comprehensive list of things not permitted, such as misusing trademarks and building competing products.
Specify Reseller Obligations
You should outline all reseller duties under the agreement, such as assembling, marketing, and/or distributing products. These obligations must be clearly defined to protect the party supplying the goods and ensure the reseller doesn’t sell the products in unintended ways.
Ensure Confidentiality
Your value added reseller agreement should provide details about how IP and data can be protected. Define what constitutes confidential information and include a strong confidentiality clause that’s written in clear, specific language.
Should You Hire a Lawyer for Value Added Reseller Agreement Drafting?
It’s advisable to hire a qualified lawyer to draft your value added reseller agreement because they know how to structure the arrangement and will allocate pricing and other risks to protect your interests.
A lawyer will help you by:
- Accurately defining the reseller’s rights and territory. They’ll define where and to whom the reseller can market and sell goods.
- Structuring all payment and pricing terms. This establishes details such as wholesale pricing, discounts, invoicing, and payment deadlines.
- Protecting IP. They will help you define exactly how the reseller can use IP such as software and trademarks.
- Outlining performance obligations. This includes setting sales targets and other responsibilities so there’s no confusion over what outcomes to achieve.
- Drafting provisions to fairly allocate liability and risk. This can include writing insurance requirements and indemnities into the agreement.
- Addressing confidentiality to protect business relationships. They’re experienced in providing reasonable restrictions on competing activities.
- Explaining what happens to customer orders, IP, and outstanding payments when the agreement comes to end or is terminated early.
- Drafting a legally enforceable and valid agreement. This involves reviewing all relevant laws and obligations.
- Checking that the agreement is aligned with other documents, such as contracts, and commercial arrangements to prevent disputes.
- Reviewing a value added reseller agreement you’ve drafted. This will give you peace of mind that all terms are clear and legally sound to avoid hidden risks.
Where to Find a Lawyer for Value Added Reseller Agreement Drafting
If you need to hire a lawyer to draft a value added reseller agreement, the process of finding a reputable and experienced one doesn’t have to be stressful. On online legal platforms, you can access a network of qualified lawyers who are experienced to help you, without having to leave your home.
ContractsCounsel is one of the biggest online legal marketplaces that enables you to connect with a network of vetted lawyers. All lawyers on the platform have years of experience in contract drafting and review, and requesting that one of them helps you with the process is easy.
Here are the steps to follow if you want to ask a lawyer to draft a value added reseller agreement:
- Go to the ContractsCounsel marketplace.
- Post your project for free. It’s advisable to mention some additional info to help you match with the best lawyer, such as what products are going to be sold.
- Wait for bids. You’ll receive multiple bids from lawyers on the platform who are ready to help you and have contract-drafting experience.
- Review the lawyers’ profiles. Go through the platform’s lawyer data, such as their location, client ratings for previous projects, expertise, and credentials. This research will help you to select the most appropriate lawyer.
- Connect with a lawyer and hire them to draft your value added reseller agreement for a flat fee.
