RESELLER / CHANNEL PARTNER AGREEMENT
STATE OF ALABAMA
TABLE OF CONTENTS
- Definitions
- Appointment and Authorization
- Territory and Exclusivity
- Products and Services
- Pricing, Ordering, and Payment
- Deal Registration
- Marketing and Branding
- Training and Certification
- Support Responsibilities
- Performance Requirements
- Intellectual Property
- Confidentiality
- Data Protection
- Warranties and Disclaimers
- Indemnification
- Limitation of Liability
- Term and Termination
- Effects of Termination
- Dispute Resolution
- General Provisions
PARTIES
This Reseller/Channel Partner Agreement ("Agreement") is entered into as of [EFFECTIVE DATE] by and between:
Vendor: [VENDOR LEGAL NAME] ("Vendor")
Address: [ADDRESS]
Reseller: [RESELLER LEGAL NAME] ("Reseller")
Address: [ADDRESS]
1. DEFINITIONS
"Authorized Products" means the Vendor products and services listed in Exhibit A.
"Customer" means an end-user who purchases Authorized Products from Reseller.
"Territory" means the geographic area specified in Section 3.
2. APPOINTMENT AND AUTHORIZATION
2.1 Appointment. Vendor appoints Reseller as a ☐ non-exclusive ☐ exclusive authorized reseller of the Authorized Products in the Territory.
2.2 Partner Tier. Reseller is designated as a:
☐ Registered Partner ☐ Silver Partner ☐ Gold Partner ☐ Platinum Partner
2.3 Authorization. Reseller is authorized to market, promote, solicit orders, and resell Authorized Products.
2.4 Restrictions. Reseller shall NOT modify products, resell outside Territory without approval, or make unauthorized commitments.
3. TERRITORY AND EXCLUSIVITY
3.1 Territory. Reseller's Territory is: [DEFINE TERRITORY].
3.2 Exclusivity.
☐ Non-Exclusive: Vendor may appoint other resellers.
☐ Exclusive: Subject to performance requirements.
4. PRODUCTS AND SERVICES
4.1 Authorized Products. Reseller may resell only the products listed in Exhibit A.
4.2 Product Changes. Vendor may modify or discontinue products upon [30] days' notice.
5. PRICING, ORDERING, AND PAYMENT
5.1 Discount Schedule. Reseller purchases at Vendor's list price less the discount in Exhibit B.
5.2 Payment Terms. Payment due within [30] days of invoice.
5.3 Late Payment. Interest at [1.5]% per month or maximum under Alabama law (Ala. Code § 8-8-1: 6% default rate).
5.4 Taxes. Reseller responsible for Alabama sales/use taxes unless exempt.
6. DEAL REGISTRATION
6.1 Registration Process. Reseller may register prospective Customers through Vendor's system.
6.2 Benefits. Approved registrations provide additional discounts and protection period.
7. MARKETING AND BRANDING
7.1 Marketing Materials. Vendor provides materials through partner portal.
7.2 Brand Guidelines. Reseller shall comply with Vendor's brand guidelines (Exhibit C).
7.3 Alabama Consumer Protection. Marketing shall comply with Alabama Deceptive Trade Practices Act (Ala. Code § 8-19-1 et seq.).
8. TRAINING AND CERTIFICATION
8.1 Required Training. Reseller shall complete training specified for its Partner Tier.
8.2 Certification. Reseller shall maintain [X] certified personnel.
9. SUPPORT RESPONSIBILITIES
9.1 First-Tier Support. Reseller provides initial customer support.
9.2 Vendor Support. Vendor provides second/third-tier technical support.
10. PERFORMANCE REQUIREMENTS
10.1 Minimum Purchase Commitment. $[AMOUNT] per [quarter/year].
10.2 Failure to Meet Requirements. May result in tier reduction, discount reduction, or termination.
11. INTELLECTUAL PROPERTY
11.1 Ownership. Vendor retains all IP rights in Authorized Products.
11.2 License. Vendor grants limited license to use trademarks for authorized resale.
12. CONFIDENTIALITY
12.1 Obligations. Standard confidentiality obligations.
12.2 Trade Secrets. Protected under Alabama Trade Secrets Act (Ala. Code § 8-27-1 et seq.).
13. DATA PROTECTION
13.1 Compliance. Parties shall comply with applicable data protection laws.
13.2 Alabama Data Breach. Compliance with Alabama Data Breach Notification Act (Ala. Code § 8-38-1 et seq.).
14. WARRANTIES AND DISCLAIMERS
14.1 Product Warranty. Per Vendor's standard warranty.
14.2 Disclaimer. EXCEPT AS STATED, VENDOR DISCLAIMS ALL WARRANTIES.
15. INDEMNIFICATION
15.1 Vendor Indemnity. IP infringement for Authorized Products.
15.2 Reseller Indemnity. Reseller's marketing, sales activities, and modifications.
16. LIMITATION OF LIABILITY
16.1 Cap. Greater of fees paid in prior 12 months or $[AMOUNT].
16.2 Exclusions. NO INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES.
17. TERM AND TERMINATION
17.1 Initial Term. [X] year(s).
17.2 Termination. For convenience with [90] days' notice; for breach with [30] days' cure.
18. EFFECTS OF TERMINATION
18.1 Cessation. Reseller's authorization terminates; cease using Vendor materials.
18.2 Customer Transition. Parties cooperate to ensure customer continuity.
19. DISPUTE RESOLUTION
19.1 Governing Law. Alabama law.
19.2 Venue. State or federal courts in Alabama.
19.3 Jury Waiver. WAIVED TO EXTENT PERMITTED BY ALABAMA LAW.
20. GENERAL PROVISIONS
20.1 Independent Contractor. Reseller is an independent contractor.
20.2 Assignment. No assignment without consent.
20.3 Electronic Signatures. Valid under Alabama UETA (Ala. Code § 8-1A-1 et seq.).
SIGNATURES
VENDOR:
Signature: _________________ Name: _________________ Title: _________________ Date: _________________
RESELLER:
Signature: _________________ Name: _________________ Title: _________________ Date: _________________
EXHIBITS
- Exhibit A: Authorized Products
- Exhibit B: Discount Schedule
- Exhibit C: Brand Guidelines