Saas Software Reseller Agreement Template | Free

A SaaS (Software as a Service) Software Reseller Agreement is a formal contract between a software company (the “Company”) that provides SaaS products and a third party (the “Reseller”) that markets, promotes, and sells these products to end users.

This agreement outlines the terms and conditions under which the Reseller is authorized to distribute the SaaS offerings, including their responsibilities, the Company’s obligations, pricing structures, and other relevant details.

Critical Components of a SaaS Software Reseller Agreement

  1. Definitions:
  2. Appointment:
  3. Reseller Obligations:
  4. Company Obligations:
  5. Pricing and Payment:
  6. License Grant:
  7. Intellectual Property:
  8. Confidentiality:
  9. Term and Termination:
  10. Limitation of Liability:
  11. General Provisions:

Purpose and Benefits

The primary purpose of a SaaS Software Reseller Agreement is to formalize the relationship between the software provider and the reseller. This ensures both parties understand their roles, responsibilities, and the terms under which they operate. Benefits include:

In summary, a SaaS Software Reseller Agreement is essential for establishing a structured and legally sound partnership between a SaaS provider and a reseller, facilitating effective sales and distribution of software products.

SaaS Software Reseller Agreement Free

This SaaS Software Reseller Agreement (“Agreement”) is entered into as of the ___ day of ________, 20, by and between:

Company: [Your Company Name], a [State] corporation with its principal place of business at [Company Address] (“Company”),

Reseller: [Reseller Name], a [State] corporation with its principal place of business at [Reseller Address] (“Reseller”).

1. Definitions

  1. “Software” means the Company’s proprietary software products as listed in Exhibit A.
  2. “Services” means the SaaS services provided by the Company in connection with the Software.
  3. “End User” means any individual or entity that acquires the Software and Services from the Reseller.

2. Appointment

The Company appoints the Reseller, and the Reseller accepts the appointment, to act as a non-exclusive reseller of the Software and Services to End Users within the Territory specified in Exhibit B.

3. Reseller Obligations

  1. Marketing and Promotion: The reseller shall use its best efforts to market, promote, and sell the Software and Services.
  2. Training: The reseller shall maintain adequate knowledge of the Software and Services to provide effective sales and support.
  3. Compliance: The reseller shall comply with all applicable laws and regulations in performing its duties under this Agreement.

4. Company Obligations

  1. Support: The Company shall provide the Reseller with marketing materials, technical support, and training as reasonably requested.
  2. Updates: The Company shall provide the Reseller with updates and new releases of the Software as they become available.

5. Pricing and Payment

  1. Pricing: The Reseller shall pay the Company the prices set forth in Exhibit C for the Software and Services.
  2. Payment Terms: Payments are due within thirty (30) days from the date of invoice unless otherwise specified in Exhibit C.
  3. Taxes: The reseller is responsible for all taxes, duties, and charges imposed by any governmental authority on the resale of the Software and Services.

6. License Grant

The Company grants the Reseller a non-exclusive, non-transferable license to market, promote, and distribute the Software and Services to End Users within the Territory.

7. Intellectual Property

All intellectual property rights in and to the Software and Services are and shall remain the exclusive property of the Company. The reseller shall not remove any proprietary notices from the Software.

8. Confidentiality

Both parties agree to keep confidential all proprietary information disclosed by the other party during the term of this Agreement and for three (3) years thereafter.

9. Term and Termination

  1. Term: This Agreement shall commence on the Effective Date and continue for one (1) year unless terminated earlier.
  2. Termination for Convenience: Either party may terminate this Agreement for any reason with thirty (30) days’ written notice.
  3. Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party breaches any material term of this Agreement and fails to cure such breach within thirty (30) days of receiving notice.

10. Limitation of Liability

Neither party shall be liable to the other for any indirect, incidental, special, or consequential damages arising out of or related to this Agreement, even if advised of the possibility of such damages.

11. General Provisions

  1. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of [State].
  2. Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral.
  3. Amendments: Any amendments to this Agreement must be in writing and signed by both parties.
  4. Assignment: The reseller shall not assign this Agreement without the Company’s prior written consent.

IN WITNESS WHEREOF, the parties hereto have executed this SaaS Software Reseller Agreement as of the Effective Date.

Company:
By: ________________________
Name: ______________________
Title: _______________________
Date: _______________________

Reseller:
By: ________________________
Name: ______________________
Title: _______________________
Date: _______________________

Exhibit A: Software

[List of Software]

Exhibit B: Territory

[Description of Territory]

Exhibit C: Pricing

SaaS Reseller Commission Rates

Typical Commission Rates