SaaS Reseller Agreement: A General Guide
Jump to Section
Quick Facts — SaaS Reseller Agreement Lawyers
- Avg cost to draft a SaaS Reseller Agreement: $1000.00
- Lawyers available: 66 technology lawyers
- Clients helped: 27 recent SaaS reseller agreement projects
- Avg lawyer rating: 5.0 (3 reviews)
A SaaS reseller is the middleman between the owner and the user of any software. Specifically, the SaaS reseller sells and markets software as a service. The exchange of services and goods between third parties is quite normal in today's world. One such exchange commonly seen is in the field of SaaS, which is Software as a Service.
What is a SaaS Reseller Agreement?
A SaaS reseller has the right to sell the services of the owner or the publisher. In addition, they can sell these services to others, that is, a third party. The partnership or the association between the software owner and the middle party or the reseller can also be channeling. Before agreeing, there are several things that both the parties, the owner and the SaaS reseller, must keep in mind.
A SaaS agreement mentions all the details discussed between the software owner and the reseller. It is important to sign an agreement before the reseller is permitted to sell any of the services to a third party. This agreement legally states that the reseller can market and sell the software with the owner's permission. It rules out any legal troubles for the reseller and saves them for copyright cases. However, it is not the sole measure to prevent copyright cases so make sure you have the necessary licenses and permission to sell the software. Further, it helps to protect the ownership of the software and defines the trademark policies.
Top Considerations for SaaS Reseller Contracts
Here are some parameters that a SaaS reseller must be aware of.
-
Recent Laws
Government laws can often be confusing, especially when it comes to reselling. It is important to keep in mind the recent and old norms set up by the government. However, following the rules and regulations can be tricky, especially if the owner of the SaaS and the reseller are from different nations.
-
Ownership Clause
This is an important term that every software reseller agreement must have. It clearly states who the owner of the software is. In most cases, the publisher has complete control and holds complete rights to the software. However, some SaaS owners also distribute their rights to investors and other parties, which must be clearly stated in the agreement. Moreover, if there is any percentage sharing between the owner and the reseller, it, too, must be mentioned.
-
Intellectual property rights refer to the knowledge or private information of the software. As per this norm, the reseller may not have the right to pass on vital information about the application to other parties. It is also possible that the owner withholds certain software rights and prevents the reseller from using them, such as trademarks. Even after stating this, if the reseller uses these, they can be sued on the grounds of copyright infringement.
-
Payment Terms
When it comes to any agreement, the payment terms must be stated. For example, if the owner is paying a certain amount to the reseller monthly or if there is any percentage sharing based on the sales, it must be illustrated. Further, the mode of payment, due dates, late payment charges, etc., must also be mentioned in the agreement.
-
Additional Services
As a reseller, the person himself must be aware of how the software works. Only then shall they be able to sell or market it better. If the reseller and the publisher have decided upon any training sessions, it must be outlined in the agreement. Furthermore, if there are any other clauses that the parties have agreed upon, they must be mentioned within the contract.
CC verified
Types of SaaS reseller agreements
When it comes to a SaaS reseller agreement, there are a few types of contracts that you must know about. Here are some of them-
-
Top-Down Arrangements
There is a fixed guideline for resellers forming contracts with their customers. It lays out the standard customer terms that are suitable for high-volume deals. A top-down arrangement is typically used when the reseller is selling SMEs.
-
Bottom-Up Arrangements
In the structure, there is an active negotiation between the third party and the reseller. A bottom-up arrangement is often used when working with large corporate customers.
-
Third-Party Contracts
These are the riskiest and the most complicated type of contracts. A third-party contract is used when a third-party is going to sell or distribute your SaaS on your behalf. A vendor grants the reseller rights to enter into a contract with a third-party.
SaaS Reseller Agreement Template
100% Lawyer Drafted
100% Lawyer Drafted
What is the Role of a Lawyer in SaaS Reseller Agreement?
Drafting contracts and ensuring that they are up to date and all aspects are met is tricky. At the same time, these contracts must be fruitful and mutually benefit each party for a long-term alliance. A lawyer can assist you with the life-long technicalities by drafting the contract himself. Consult with a qualified attorney who specializes in technology and contract law. Here are some reasons why hiring a lawyer is a good idea:
-
Understands the Technical Norms
It is ideal to be safe and secure before signing any contract or agreement with the software owner that can put you in a fix later. A lawyer will help you understand the technical aspects of the contract and take your opinion on what you want. Based on this, they shall negotiate the terms with the publisher.
-
Payment System
Most resellers have a defined pay structure of their own. However, it can also vary as per the software or the publisher. Generally, a fixed monthly amount is decided upon, along with a percentage in profit-sharing. These must also be clear if the third party offers discounts.
-
Fix the Number of Resellers
Having a large number of resellers for a single SaaS product can increase your competition in the market. If you wish to cap this number, it is important to mention so in the contract. A lawyer will help you create this clause, where the owner is not able to make any more resellers. This gives you clear-cut leverage in the market.
-
Value Added Services
As a reseller, you will always seek ways to upscale your service to the customers. Adding side services will help boost your client base and the sales of the product. However, the reseller must take prior permission from the owner or the publisher to provide additional services to their customers. These services can include free installation of the product, live demonstration, or free use for a set time.
Conclusion
If you are planning on becoming a SaaS reseller, you now know the things that you must consider beforehand. There are a number of complications, such as copyright infringement, revenue sharing, and limitation to distribution, that must be decided on. An agreement helps you protect yourself in case things go south in the future. To make things easier for yourself, get a lawyer on board to help you with expert advice. You can simply visit ContractsCounsel and get the best legal advice today.
See Real SaaS Reseller Agreement Projects
Florida Review/Revise White-Label Reseller Agreement for IT Hosting Services Review
- Florida
- 7 lawyer bids
- $500 - $995
Minnesota SaaS Reseller Agreement Drafting Drafting
- Minnesota
- 12 lawyer bids
- $500 - $1,500
See all SaaS Reseller Agreement projects
ContractsCounsel is not a law firm, and this post should not be considered and does not contain legal advice. To ensure the information and advice in this post are correct, sufficient, and appropriate for your situation, please consult a licensed attorney. Also, using or accessing ContractsCounsel's site does not create an attorney-client relationship between you and ContractsCounsel.
Need help with a SaaS Reseller Agreement?
Meet some of our SaaS Reseller Agreement Lawyers
Benjamin E.
Benjamin is an attorney specializing in Business, Intellectual Property, Employment and Real Estate.
"Fast responses to all the questions and the price is reasonable. All the work was completed within the set time frame. I would recommend him to friends and family."
Edward B.
When the pressure mounts and the outcome matters most, Edward L. Blair IV doesn’t just step up—he dominates. As a formidable Florida-based attorney, Mr. Blair commands every case with the unshakable focus of a warrior and the calculated precision of a master strategist. His expertise in drafting pleadings, motions, and contracts transforms legal writing into a sharp-edged instrument—an arsenal of language wielded with power and purpose. Edward L. Blair IV is not just an attorney—he’s a lionhearted force of advocacy. Every case is a mission, and every client is a cause worth fighting for. His strategic legal insight doesn’t just navigate complexity—it crushes confusion, eliminates doubt, and clears the path to victory. Respected by clients and relentless in pursuit of justice, he approaches each legal battle as a personal crusade. When you choose Blair Legal Solutions LLC, you gain more than representation—you gain a relentless ally. Your battle becomes his, and he won’t rest until the job is done.
"I'M happy to have worked with Edward. I felt he was on top of the subject and delivered in time. I did need to send a few reminders in the meantime, though."
Faryal A.
Ms. Ayub is an attorney licensed to practice in Texas. Before moving to the US, she has a number of years of experience in contract review, analysis and drafting. Ms. Ayub is available to help you with your legal problems, as well as filling LLC and other business entity formation documents. To know more about her practice, please visit https://ayublawfirmpllc.com/.
"Faryal quickly communicates and quickly finished the project."
Joshua D.
I am an experienced small business attorney. I work diligently to ensure that small business owners achieve their objectives while maintaining compliance, satisfying legal duties, and engaging in smart contracting opportunities. I provide everything from organization, to lease/commercial real estate purchase agreement review and negotiation, and even IP filings. I can help to navigate commercial and government contracts, as well as other SaaS-type agreements.
"Joshua is a phenomenal attorney to work with. He has a personality and isn't monotone to converse with. He is extremely responsive and delivers timely. He answered all my questions, while fairly abiding by the scope of representation. I would work with him again."
Cherie M.
Dedicated attorney with contract experience in Washington, Virginia, and Kansas.
"Cherie was very professional and responded immediately to all of my questions. Thank you for the great work"
Hung C.
Hi, I’m a tech lawyer who helps startups move fast without breaking things legally. I work with founders, product teams, and early-stage companies tackling messy legal and compliance challenges. From launching MVPs to signing your first customers, raising capital, or issuing tokens, I make sure legal supports your growth, not slows it down. With 15+ years of experience at global tech companies and in-house roles, I’ve helped startups across AI, Web3, SaaS, and gaming lay solid legal foundations. I bring sharp, practical advice that fits your stage, your budget, and your ambitions. I offer fractional general counsel support - senior legal expertise without the full-time overhead. Here’s how I can help: Product & Privacy Launch smart with privacy-by-design, strong TOS, and compliance (GDPR, CCPA, HIPAA, etc.). Commercial Contracts SaaS, vendor, data, pilot, licensing. I’ll help you close clean, scalable deals. IP & Open Source Protect what you build. I’ll guide you on patents, trade secrets, and open source use. Crypto & Web3 Token grants, incentive plans, securities and tax issues, DAO structures - I’ve done it. AI Legal & Governance I advise AI teams on legal risk, model oversight, and emerging regulations (US, EU, global). Fundraising & Corporate Stay investor-ready with clean docs, smart governance, and solid equity structure. Regulatory Strategy Fintech, payments, data. I'll turn complex rules into actionable legal strategies. I speak founder. I’ve been inside startups and know what scrappy, strategic legal support looks like. If you're looking for a hands-on legal partner to help you build responsibly and scale with confidence, let’s talk.
June 12, 2025
Tameem A.
With nearly a decade of in-house experience at publicly traded and high-growth technology companies, I bring a practical and business-focused approach to negotiating and managing a wide range of commercial agreements, including SaaS, licensing, procurement, and enterprise contracts. I lead strategic negotiations, advise on risk, and collaborate cross-functionally to support scalable legal processes. My background includes enhancing contract frameworks, refining templates, and driving alignment between legal strategy and business goals.
Find the best lawyer for your project
Browse Lawyers NowLawyer Reviews for SaaS Reseller Agreement Projects
SaaS Reseller Agreement Drafting
"Zack is professional and great to work with. He is knows the subject matter and is great with guidance. Scott"
ContractsCounsel User
Review/Revise White-Label Reseller Agreement for IT Hosting Services
"Excellent"
ContractsCounsel User
Contracts
SaaS Reseller Agreement
North Carolina
Can a SaaS reseller agreement be terminated by the software provider without cause?
Can a SaaS reseller agreement be terminated by the software provider without cause? I am a software reseller who has entered into a reseller agreement with a SaaS provider. The agreement does not specify any termination clauses or conditions, but it also does not explicitly state that the software provider can terminate the agreement without cause. Recently, the software provider informed me that they will be terminating the agreement without providing any specific reason. I am concerned about the potential impact on my business and want to understand if the software provider has the legal right to terminate the agreement without cause, and if so, what my options are moving forward.
Jeff G.
Hi. The answer is entirely dependent on the agreement’s language. Without seeing the contract, it’s impossible to give you a complete answer. Generally, an agreement can only be terminated by it’s own conditions, and absent a specific termination clause, it can usually be terminated either due to a breach of the agreement or by suing for breach and asking for termination as the result (so-called “equitable relief”). But with a reseller agreement, there are lots of new variables, as you’re not a user of the product… questions about to who and when you can resell., specific product versions, support provisions, etc. And there’s also a general prohibition against contracts of servitude, requiring an indefinite provision of personal services (which a SaaS contract could be argued to be). So again, the contract language is critical.
SaaS
SaaS Reseller Agreement
California
Can you explain the key provisions that should be included in a SaaS Reseller Agreement?
I am currently in the process of negotiating a SaaS Reseller Agreement with a software company to resell their cloud-based software to my clients. I have some experience in reselling software, but I am not familiar with the specific provisions that should be included in this type of agreement. I want to ensure that the agreement protects my interests as a reseller and clearly outlines the rights and responsibilities of both parties, such as pricing, payment terms, intellectual property rights, termination, and liability. I would appreciate your guidance on the key provisions that should be included in a SaaS Reseller Agreement to ensure a fair and mutually beneficial relationship with the software company.
Dolan W.
Hello! There are four main things I look for in creating the agreement: 1. The agreement should state the reseller's rights to market, sell, and distribute the software, including any limitations like geographic restrictions or specific customer segments they cannot target. It must also detail the licensing model for end customers, outlining subscription terms, usage rights, and any limitations on the number of users or features. 2. It should also contain a very comprehensive pricing structure for the reseller, including details on wholesale discounts, volume-based pricing, or tiered pricing models. Payment terms, including schedules, accepted methods, and any penalties for late payments, must be clearly defined. If a revenue-sharing or commission model is in place, the agreement should outline how revenue will be divided between the provider and reseller, specifying commission percentages or revenue splits. 3. Also, the agreement should clearly outline the responsibilities of both the reseller and the provider. This includes detailing the reseller's duties in sales and marketing, customer support, and technical assistance. 4. Finally, CLEAR ownership of customer data collected through the software is super important, including usage data and personal information. Happy trails!
Representations and Warranties
SaaS Reseller Agreement
Texas
Is it necessary to have a non-compete clause in a SaaS Reseller Agreement?
I am in the process of negotiating a SaaS Reseller Agreement with a software company, and I am unsure whether it is necessary to include a non-compete clause in the agreement. As a reseller, I will be selling the software to clients and potentially competing with other resellers, but I want to ensure that my interests are protected and that I am not restricted from working with other software companies in the future. I would like to understand the potential benefits and drawbacks of including a non-compete clause in this agreement, and whether it is common practice in the SaaS industry.
Darryl S.
No - this is not at all a required clause in a SaaS reseller agreement and in fact is likely to cause some confusion if not carefully drafted. The other resellers already compete with you and you will sell other software, sometimes that competes with the provider. Please review this clause carefully if it is included.
Quick, user friendly and one of the better ways I've come across to get ahold of lawyers willing to take new clients.
View Trustpilot ReviewNeed help with a SaaS Reseller Agreement?
Technology lawyers by top cities
- Austin Technology Lawyers
- Boston Technology Lawyers
- Chicago Technology Lawyers
- Dallas Technology Lawyers
- Denver Technology Lawyers
- Houston Technology Lawyers
- Los Angeles Technology Lawyers
- New York Technology Lawyers
- Phoenix Technology Lawyers
- San Diego Technology Lawyers
- Tampa Technology Lawyers
SaaS Reseller Agreement lawyers by city
- Austin SaaS Reseller Agreement Lawyers
- Boston SaaS Reseller Agreement Lawyers
- Chicago SaaS Reseller Agreement Lawyers
- Dallas SaaS Reseller Agreement Lawyers
- Denver SaaS Reseller Agreement Lawyers
- Houston SaaS Reseller Agreement Lawyers
- Los Angeles SaaS Reseller Agreement Lawyers
- New York SaaS Reseller Agreement Lawyers
- Phoenix SaaS Reseller Agreement Lawyers
- San Diego SaaS Reseller Agreement Lawyers
- Tampa SaaS Reseller Agreement Lawyers
ContractsCounsel User
Review Software Reseller Agreement
Location: Alaska
Turnaround: Less than a week
Service: Contract Review
Doc Type: SaaS Reseller Agreement
Page Count: 5
Number of Bids: 9
Bid Range: $249 - $999
ContractsCounsel User