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: 31 recent SaaS reseller agreement projects
- Avg lawyer rating: 5.0 (5 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
New York License and Service agreement for end customer Drafting
- New York
- 6 lawyer bids
- $200 - $1,200
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
Samuel R.
My career interests are to practice Transactional Corporate Law, including Business Start Up, as well as Real Estate Law, Estate Planning Law, and Intellectual Property Law. I am currently licensed in Arizona, Pennsylvania and Utah, after having moved to Phoenix from Philadelphia in September 2019. I currently serve as General Counsel for a bioengineering company. I handle everything from their Business Transactional Agreements, Private Placement Memorandums, and Corporate Structures to Intellectual Property Assignments, to Employment Law and Beach of Contract settlements. Responsibilities include writing and executing agreements, drafting court pleadings, court appearances, mergers and acquisitions, transactional documents, managing expert specialized legal counsel, legal research and anticipating unique legal issues that could impact the Company. Conducted an acquisition of an entire line of intellectual property from a competitor. In regards to other clients, I am primarily focused on transactional law for clients in a variety of industries including, but not limited to, real estate investment, property management, and e-commerce. Work is primarily centered around entity formation and corporate structure, corporate governance agreements, PPMs, opportunity zone tax incentives, and all kinds of business to business agreements. I have also recently gained experience with Estate Planning law, drafting numerous Estate Planning documents for people such as Wills, Powers of Attorney, Healthcare Directives, and Trusts. I was selected to the Super Lawyers Southwest Rising Stars list for 2024 - 2026. Each year no more than 2.5% of the attorneys in Arizona and New Mexico are selected to the Rising Stars. I am looking to further gain legal experience in these fields of law as well as expand my legal experience assisting business start ups, and also trademark registration and licensing.
"Sam was awesome to work with, super helpful, knowledgeable, and professional. Highly recommend."
Steven S.
Steven Stark has more than 35 years of experience in business and commercial law representing start-ups as well as large and small companies spanning a wide variety of industries. Steven has provided winning strategies, valuable advice, and highly effective counsel on legal issues in the areas of Business Entity Formation and Organization, Drafting Key Business Contracts, Trademark and Copyright Registration, Independent Contractor Relationships, and Website Compliance, including Terms and Privacy Policies. Steven has also served as General Counsel for companies providing software development, financial services, digital marketing, and eCommerce platforms. Steven’s tactical business and client focused approach to drafting contracts, polices and corporate documents results in favorable outcomes at a fraction of the typical legal cost to his clients. Steven received his Juris Doctor degree at New York Law School and his Bachelor of Business Administration degree at Hofstra University.
"Steven was so quick and thorough! I wasn't sure what to expect because this is my first time working with a contract attorney, but he made this process so easy. I was very transparent with his rate and included services. During the consultation call, I felt very comfortable with his skills and knew he was going to put 100% effort into my project. I will definitely hire him again if I have another project!!"
Tim E.
I am a business attorney focused on providing practical, targeted legal services for small businesses, startups, contractors, consultants, and service providers. I help clients efficiently review, draft, and improve everyday business contracts, including service agreements, NDAs, independent contractor agreements, vendor contracts, commercial leases, and purchase documents. My approach is straightforward: identify the terms that matter, explain risks in plain English, and deliver clear, usable edits or drafts without unnecessary complexity. I regularly handle fixed-fee, quick-turnaround projects such as contract reviews, agreement drafting, and demand or termination letters. While I offer streamlined, project-based services for routine matters, I can also assist with broader business legal needs as they arise.
"Excellent experience with Tim on my relatively complex EULA for a suite of network appliance products. Tim was very fair with pricing, responsive, diligent, thorough, technically knowledgeable, took the time to address all my questions and concerns, and finished (with revision) on schedule and budget. Great experience overall and I'll definitely be using Tim for more work in the future with my business. I'll also be using Contract Counsel and recommending it to everyone I know as well! THANK YOU! -Devin"
Zachary J.
I am a solo-practitioner with a practice mostly consisting of serving as a fractional general counsel to growth stage companies. With a practical business background, I aim to bring real-world, economically driven solutions to my client's legal problems and pride myself on efficient yet effective work.
"Zack is professional and great to work with. He is knows the subject matter and is great with guidance. Scott"
Diana M.
Diana is a registered patent attorney and licensed to practice law in Florida and in federal courts in Florida and in Texas. For nearly a decade, Diana has been known as the go-to brand builder, business protector, and rights negotiator. Diana works with individual inventors, startups, and small to medium-sized closely held business entities to build, protect, and leverage a robust intellectual property portfolio comprising patents, trademarks, copyrights, trade dress, and trade secrets.
"Diana was professional, thorough and a delight to work with. I will be a repeat customer. --Tom"
Bryan R.
Bryan R.
Bryan J. Reddix is an experienced attorney and contracts management professional with over a decade of expertise navigating complex commercial and government contracting. Serving as both internal General Counsel and a senior Contracts Director, Bryan specializes in drafting, negotiating, and risk-mitigating a wide spectrum of agreements across the technology, federal procurement, and small business sectors. His deep familiarity with the Federal Acquisition Regulation (FAR/DFARS), corporate compliance, and intellectual property allows him to provide holistic, strategic legal guidance that protects business interests while driving profitability.
"Bryan helped with me a very specific FCRA SaaS ToS and Privacy Policy and delivered before the date that was promised. Highly recommend his work!"
May 19, 2026
Joseph G.
Attorney with 18 years of trial/IP experience helping companies and individuals protect their intellectual property and avoid infringing the IP of others.
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
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.
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.
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
License and Service agreement for end customer
Location: New York
Turnaround: Less than a week
Service: Drafting
Doc Type: SaaS Reseller Agreement
Number of Bids: 6
Bid Range: $200 - $1,200
ContractsCounsel User