Home Types of Contracts Online Contracts SaaS Reseller Agreement

Jump to Section

Quick Facts — SaaS Reseller Agreement Lawyers

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

    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.

Meet some lawyers on our platform

Dolan W.

1125 projects on CC
CC verified
View Profile

Heather B.

109 projects on CC
CC verified
View Profile

Benjamin W.

177 projects on CC
CC verified
View Profile

Bryan B.

334 projects on CC
CC verified
View Profile

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

Purchase and download templates drafted by lawyers in our network that match your needs.
Lawyer Services Available
100% Lawyer Drafted
Instant Download
Template SaaS Reseller Agreement
Template SaaS Reseller Agreement
View More...
*By purchasing a template, you acknowledge that you have read and understood ContractsCounsel's Terms of Use.

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

New York License and Service agreement for end customer Drafting
  • New York
  • 6 lawyer bids
  • $200 - $1,200
View Details
California reseller agreement Drafting
  • California
  • 9 lawyer bids
  • $975 - $2,500
View Details
Minnesota SaaS Reseller Agreement Drafting Drafting
  • Minnesota
  • 12 lawyer bids
  • $500 - $1,500
View Details

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?

Create a free project posting
Clients Rate Lawyers 4.9 Stars
based on 20,856 reviews

Meet some of our SaaS Reseller Agreement Lawyers

Edward B. on ContractsCounsel
View Edward
4.9 (41)
Member Since:
December 16, 2024

Edward B.

Managing Partner
Free Consultation
Orlando Florida
2 Yrs Experience
Licensed in FL
St. Thomas University College of Laww

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.

Recent  ContractsCounsel Client  Review:
5.0

"Edward was both responsive and highly competent in crafting our Settlement Agreement notification and demand letter. Though I hope I never again need this type of legal support in the future, I would seek his services without reservation and hesitation."

Garrett M. on ContractsCounsel
View Garrett
4.9 (10)
Member Since:
June 15, 2023

Garrett M.

Business Attorney
Free Consultation
Cincinnati, Ohio
6 Yrs Experience
Licensed in KY, OH
University of Cincinnati College of Law

Attorney Garrett Mayleben's practice is focused on representing small businesses and the working people that make them profitable. He represents companies in structuring and negotiating merger, acquisition, and real estate transactions; guides emerging companies through the startup phase; and consults with business owners on corporate governance matters. Garrett also practices in employment law, copyright and trademark law, and civil litigation. Though industry agnostic, Garrett has particular experience representing medical, dental, veterinary, and chiropractic practices in various business transactions, transitions, and the structuring of related management service organizations (MSOs).

Recent  ContractsCounsel Client  Review:
4.7

"Though I found a few small mistakes that made me think he rushed a bit, he revised the agreement to be more in my favor. His expertise was well worth it."

Kenneth G. on ContractsCounsel
View Kenneth
4.9 (11)
Member Since:
November 25, 2023

Kenneth G.

Partner
Free Consultation
Washington, DC
19 Yrs Experience
Licensed in DC, PA
Georgetown University

Kenneth E. Gray, Jr. is a business and tax attorney who advises entrepreneurs, investors, and closely held companies on transactions, tax planning, disputes, and long-term wealth structuring. He focuses on helping clients make legally sound decisions that also make business sense. Ken’s practice includes business formation and restructuring, mergers and acquisitions, private investments and fundraising transactions, contract drafting and negotiation, and cross-border matters. He also maintains a significant tax practice, advising on federal and state structuring, specialty filings (including partnership, corporate, and non-resident matters), and representing clients in disputes before the U.S. Tax Court and other federal and state tribunals. In addition to his transactional work, Ken handles commercial and business litigation, including tax controversies, financial disputes, and partnership matters. His litigation experience informs how he structures deals and governance documents, with an eye toward preventing disputes before they arise. Ken also advises individuals and families on estate planning, trust formation, tax-efficient wealth transfer strategies, and probate administration, including planning involving closely held businesses and foreign assets. Before practicing law, Ken worked in banking and private equity, including managing a $5 billion emerging markets fund-of-funds portfolio at the U.S. Overseas Private Investment Corporation (OPIC) and serving in equity research at ABN AMRO. That financial background allows him to understand transactions from both the legal and capital perspective. He holds a J.D. from Georgetown University Law Center and an MBA from Yale University. He practices before the U.S. Tax Court, various state courts, and other federal courts.

Recent  ContractsCounsel Client  Review:
5.0

"It is not easy to find a lawyer that knows Offshore Asset Protection Trusts, which own a foreign LLC, which owns a USA LLC. Fines could reach $100K if the tax forms are incorrect, or not filed. He was able to review my draft returns and provide memos with required changes (many, many changes), after 1 follow-up everything was basically done other than a few tiny edits. I really appreciated how he worked me in, right in the busiest time of tax season, to ensure there were no errors. Would definitely hire again."

David B. on ContractsCounsel
View David
5.0 (39)
Member Since:
September 5, 2023

David B.

Senior Transactional Counsel
Free Consultation
SF Bay Area, California
30 Yrs Experience
Licensed in CA
University of San Diego

Seasoned transactional attorney with extensive experience in the life sciences / medical device / pharmaceutical industries. Skilled at providing actionable legal advice that balances risk and reward.

Recent  ContractsCounsel Client  Review:
5.0

"Perfect attorney for our project, great attitude, helpful, competent, experienced, the complete package."

Daehoon P. on ContractsCounsel
View Daehoon
4.8 (210)
Member Since:
November 26, 2021

Daehoon P.

Corporate & M&A | Venture Capital, Private Equity & Web3 Counsel | Real Estate Transactions
Free Consultation
New York, NY
10 Yrs Experience
Licensed in NY
American University Washington College of Law

Corporate, M&A & Securities Lawyer | Managing Attorney, DP Counsel PLLC Practice Areas: Business Formation | Commercial Contracts | Contract Drafting & Review | Mergers & Acquisitions | Venture Capital | Securities Offerings | Franchise Law | Employment & Equity Compensation | Intellectual Property | Cross-Border Transactions About/Bio: I represent companies, investors, and fund sponsors in corporate transactions, commercial contracting, and private securities matters, from entity formation and early-stage financings to acquisitions, exits, and ongoing strategic counsel. As Managing Attorney of DP Counsel PLLC, I help clients structure transactions clearly, allocate risk thoughtfully, and move deals forward with documentation that is practical, enforceable, and aligned with business objectives. My practice includes both day-to-day commercial matters and more complex transactional work, including venture financings, private offerings, M&A deals, fund-related documents, and cross-border structuring. What I Do: Corporate & Commercial • Entity formation and structuring for corporations, LLCs, and limited partnerships • Operating agreements, shareholder agreements, and governance documents • Commercial contract drafting, review, and negotiation • Vendor, distribution, manufacturing, SaaS, and licensing agreements • Employment, consulting, confidentiality, and equity compensation agreements • Outside general counsel support for growing companies Securities & Private Capital • Private offerings under Regulation D and Regulation S • Private placement memoranda, subscription agreements, and investor documents • SAFE, convertible note, and priced equity financings • Venture capital and private fund formation matters • Fund governing documents and offering document packages • Securities law analysis for private capital raising transactions Mergers & Acquisitions • Letters of intent and term sheets • Stock purchase, asset purchase, and merger agreements • Due diligence coordination and transaction support • Disclosure schedules, closing documents, and post-closing matters • Earnouts, rollover equity, indemnity structures, and related deal terms • HSR, CFIUS, and related regulatory issue spotting for qualifying transactions Digital Assets & Emerging Technologies • Federal-law digital asset and token securities analysis • Entity structuring for blockchain and Web3 ventures • Digital asset fund and operating structures • AML/KYC documentation support and regulatory issue spotting Franchising • Franchise Disclosure Documents (FDDs) • Franchise agreements • Master franchise and area development agreements • Franchise structuring and registration coordination Real Estate Transactions • Commercial real estate acquisitions and dispositions • Real estate joint ventures and syndications • Commercial lease drafting and negotiation • Real estate investment structures and related offering documents Cross-Border & International • U.S. market entry and entity structuring for international clients • Delaware and multi-entity holding structures • Cross-border transaction planning and documentation • Coordination with foreign counsel and tax advisors on cross-border matters Why Clients Hire Me: • Big-law-level drafting with boutique responsiveness • Practical, business-focused advice grounded in execution reality • Clear scoping and transparent fee arrangements • Experience across financings, acquisitions, fund formations, and cross-border transactions Typical Projects: • Contract drafting and negotiation • Entity formation and governance packages • Private offering document suites • Venture financing documentation • M&A transactions from LOI through closing • Fractional or outside general counsel support Industries Technology | SaaS | FinTech | Digital Assets | E-commerce | Healthcare | Real Estate | Food & Beverage | Professional Services

Recent  ContractsCounsel Client  Review:
5.0

"Thanks Daehoon for going above and beyond and helping me with a lot of detailed information regarding signing multiple contracts. I was very happy with the outcome. Best"

Allen L. on ContractsCounsel
View Allen
4.9 (134)
Member Since:
October 23, 2025

Allen L.

CEO, Attorney, Certified Master Financial Coach
Free Consultation
Georgia
27 Yrs Experience
Licensed in GA
Georgia

Protect what matters most — with clarity, care, and flat-rate planning. Protecting your family and your future shouldn’t feel confusing or overwhelming. My practice is built on the idea that strong legal planning can be simple, strategic, and empowering. I work with clients who want peace of mind — not just paperwork — through estate plans that truly fit their goals, families, and businesses. I focus on estate planning, asset protection, and business succession, helping individuals and entrepreneurs organize their assets, reduce risk, and prepare for every stage of life. Whether you’re setting up your first living trust, shielding your business from liability, or updating an existing estate plan, you’ll receive clear guidance, fixed-fee pricing, and responsive support from start to finish. Each plan I design is tailored to your real-world priorities: preserving wealth, avoiding unnecessary taxes and probate, and ensuring the people you love are protected when it matters most. My goal is simple — to make sure everything you’ve built stays safe, secure, and exactly where you intend it to go. Other services: --Simple wills and powers of attorney --Living trusts for small estates --Buy-sell agreements for family businesses --Service Agreements (consulting, marketing, software, design, etc.) --Independent Contractor Agreements --Employment contracts and offer letters --Non-compete, non-solicitation, or confidentiality agreements --Employee handbooks or HR policy updates --Termination or severance agreements --NDAs (Non-Disclosure Agreements) --Partnership or Joint Venture Agreements --Sales or Vendor Contracts --Licensing or IP Agreements --LLC or S-Corp formation filings --Operating Agreements / Shareholder Agreements --Founder or Investor Agreements --Bylaws and Minutes templates --Registered agent setup guidance --Commercial lease drafting or review --Residential lease review --Purchase & sale agreements --Short-term rental (Airbnb) contracts --Property management agreements

Recent  ContractsCounsel Client  Review:
5.0

"Excellent service. I could not be happier. Allen helped me with my business contracts and I feel I am better protected now. He is very responsive and offered a fair price for his services. Thank you."

Find the best lawyer for your project

Browse Lawyers Now

Lawyer Reviews for SaaS Reseller Agreement Projects

SaaS Reseller Agreement Drafting

5.0

"Zack is professional and great to work with. He is knows the subject matter and is great with guidance. Scott"

Minnesota
Drafting
SaaS Reseller Agreement
ContractsCounsel User

Review/Revise White-Label Reseller Agreement for IT Hosting Services

5.0

"Excellent"

Florida
Review
SaaS Reseller Agreement
ContractsCounsel User

Contracts

SaaS Reseller Agreement

North Carolina

Asked on Dec 16, 2024

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.

Answered Jan 3, 2025

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.

Read 1 attorney answer>

Representations and Warranties

SaaS Reseller Agreement

Texas

Asked on Mar 17, 2025

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.

Answered Apr 15, 2025

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.

Read 1 attorney answer>

SaaS

SaaS Reseller Agreement

California

Asked on Sep 19, 2024

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.

Answered Oct 1, 2024

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!

Read 1 attorney answer>
See more legal questions…

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 Review

Need help with a SaaS Reseller Agreement?

Create a free project posting
Clients Rate Lawyers 4.9 Stars
based on 20,856 reviews
Technology lawyers by top cities
See All Technology Lawyers
SaaS Reseller Agreement lawyers by city
See All SaaS Reseller Agreement Lawyers

ContractsCounsel User

Recent Project:
Reseller Agreements, Terms Of Use, EULA and Channel Partner Agreements
Location: Delaware
Turnaround: Less than a week
Service: Drafting
Doc Type: SaaS Reseller Agreement
Number of Bids: 7
Bid Range: $995 - $5,000

ContractsCounsel User

Recent Project:
reseller agreement
Location: California
Turnaround: Over a week
Service: Drafting
Doc Type: SaaS Reseller Agreement
Number of Bids: 9
Bid Range: $975 - $2,500
User Feedback:
Perfect attorney for our project, great attitude, helpful, competent, experienced, the complete package.

Need help with a SaaS Reseller Agreement?

Create a free project posting
Clients Rate Lawyers 4.9 Stars
based on 20,856 reviews

Want to speak to someone?

Get in touch below and we will schedule a time to connect!

Request a call

Find lawyers and attorneys by city