Reseller / Channel Partner Agreement (California)

RESELLER / CHANNEL PARTNER AGREEMENT

STATE OF CALIFORNIA

This Reseller / Channel Partner Agreement ("Agreement") is entered into as of [__/__/____] (the "Effective Date") by and between:

SUPPLIER:
Name: [________________________________]
Entity Type: [________________________________]
State of Formation: [________________________________]
Principal Address: [________________________________]
City/State/ZIP: [________________________________]
Contact Person: [________________________________]
Email: [________________________________]
Phone: [________________________________]

("Supplier")

AND

RESELLER:
Name: [________________________________]
Entity Type: [________________________________]
State of Formation: [________________________________]
Principal Address: [________________________________]
City/State/ZIP: [________________________________]
Contact Person: [________________________________]
Email: [________________________________]
Phone: [________________________________]

("Reseller")

(each a "Party" and collectively the "Parties")

RECITALS

WHEREAS, Supplier develops, manufactures, or owns certain products and/or services described in Exhibit A (the "Products");

WHEREAS, Reseller desires to market, promote, and resell the Products within the Territory defined herein;

WHEREAS, Supplier desires to appoint Reseller as an authorized reseller on the terms and conditions set forth in this Agreement;

WHEREAS, the Parties intend this Agreement to establish a reseller relationship and not a franchise as defined under Cal. Corp. Code § 31005; and

WHEREAS, this Agreement shall be governed by the laws of the State of California.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE 1: DEFINITIONS

1.1 "Authorized Customers" means end users and customers within the Territory to whom Reseller is authorized to resell the Products.

1.2 "Confidential Information" means all non-public information disclosed by one Party to the other, including pricing, customer lists, business plans, technical data, trade secrets, and marketing strategies.

1.3 "Discount" means the percentage reduction from MSRP at which Supplier sells Products to Reseller, as set forth in Exhibit B.

1.4 "End User" means the final purchaser or licensee of a Product who acquires it for its own use and not for resale.

1.5 "Intellectual Property" means all patents, copyrights, trademarks, trade names, service marks, trade dress, trade secrets, and other intellectual property rights.

1.6 "Marks" means Supplier's trademarks, trade names, service marks, logos, and trade dress as authorized for use under this Agreement.

1.7 "Minimum Purchase Commitment" means the minimum dollar value or unit volume of Products that Reseller must purchase during each contract year, as set forth in Exhibit B.

1.8 "MSRP" means the Manufacturer's Suggested Retail Price for each Product, as published by Supplier and updated from time to time.

1.9 "Products" means the goods, software, and/or services listed in Exhibit A, as updated by Supplier from time to time.

1.10 "Territory" means the geographic area or market segment defined in Exhibit C within which Reseller is authorized to resell the Products.

ARTICLE 2: APPOINTMENT

2.1 Appointment. Supplier hereby appoints Reseller as an authorized reseller of the Products within the Territory, and Reseller accepts such appointment, subject to the terms and conditions of this Agreement.

2.2 Type of Appointment (select one):
☐ Non-Exclusive — Supplier retains the right to appoint additional resellers within the Territory and to sell directly within the Territory.
☐ Exclusive — Supplier shall not appoint additional resellers within the Territory during the term of this Agreement, provided Reseller meets all Minimum Purchase Commitments.
☐ Sole — Supplier shall not appoint additional resellers within the Territory but retains the right to sell directly.

2.3 Limitations. Reseller shall not: (a) sell outside the Territory without Supplier's prior written consent; (b) make sales to any person or entity for the purpose of resale outside the Territory; (c) appoint sub-resellers or sub-distributors without Supplier's prior written consent; or (d) sell Products under any name other than the Marks.

2.4 No Franchise. The Parties acknowledge and agree that this Agreement does not constitute a franchise under Cal. Corp. Code § 31005. Reseller is not required to pay a "franchise fee" as defined in Cal. Corp. Code § 31011, and Reseller operates its business independently without a marketing plan prescribed by Supplier.

ARTICLE 3: RESELLER OBLIGATIONS

3.1 Minimum Purchase Commitment. Reseller shall purchase Products in accordance with the Minimum Purchase Commitments set forth in Exhibit B. Failure to meet the Minimum Purchase Commitment in any contract year may result in: (a) conversion of an exclusive appointment to non-exclusive; (b) reduction of Reseller's discount tier; or (c) termination of this Agreement.

3.2 Marketing and Promotion. Reseller shall use commercially reasonable efforts to actively market and promote the Products within the Territory, including: (a) maintaining a trained sales team; (b) participating in Supplier's marketing programs; (c) attending trade shows and industry events; and (d) maintaining a professional website featuring the Products.

3.3 Training. Reseller shall ensure that all sales and technical support personnel complete Supplier's training and certification programs as described in Article 9.

3.4 Customer Support. Reseller shall provide first-level customer support to End Users, including pre-sales consultation, installation assistance, and basic troubleshooting.

3.5 Reporting. Reseller shall provide Supplier with quarterly reports including: (a) units sold by Product and customer; (b) pipeline and forecast data; (c) inventory levels; (d) market intelligence and competitive information; and (e) customer complaints and warranty claims.

3.6 Compliance. Reseller shall conduct all business in compliance with applicable laws, including Cal. Bus. & Prof. Code § 17200 et seq. (Unfair Competition Law) and all federal, state, and local laws governing the sale and distribution of the Products.

3.7 Records. Reseller shall maintain accurate books and records related to its performance under this Agreement for a period of three (3) years. Supplier shall have the right to audit such records upon thirty (30) days' prior written notice.

ARTICLE 4: PRICING AND DISCOUNTS

4.1 MSRP. Supplier shall establish and publish the MSRP for each Product. Supplier reserves the right to modify the MSRP upon thirty (30) days' prior written notice to Reseller.

4.2 Reseller Pricing. Supplier shall sell Products to Reseller at the MSRP less the applicable Discount, as set forth in Exhibit B.

4.3 Discount Tier Table:

4.4 Resale Pricing. Reseller may set its own resale prices to End Users, subject to applicable antitrust and competition laws. Supplier shall not dictate or mandate Reseller's resale prices.

4.5 Price Protection. If Supplier reduces the MSRP for any Product, Reseller shall receive a credit equal to the difference between the old and new MSRP for any unsold inventory of such Product purchased within [____] days prior to the price reduction.

4.6 Special Pricing. Supplier may, at its discretion, offer special pricing or promotional discounts on a case-by-case basis for specific opportunities upon Reseller's written request.

ARTICLE 5: ORDERS AND FULFILLMENT

5.1 Purchase Orders. Reseller shall submit purchase orders to Supplier specifying: (a) Product identification numbers; (b) quantities; (c) requested delivery dates; (d) shipping instructions; and (e) billing information.

5.2 Acceptance. Supplier shall accept or reject purchase orders within five (5) business days of receipt. Orders are binding only upon Supplier's written acceptance.

5.3 Delivery. Supplier shall use commercially reasonable efforts to deliver Products within the estimated lead times provided. Delivery terms shall be [____] (e.g., FOB Origin / FOB Destination / CIF).

5.4 Risk of Loss. Risk of loss and title to Products shall pass to Reseller upon delivery to the carrier (FOB Origin) or upon delivery to Reseller's designated location (FOB Destination), as specified in the applicable purchase order.

5.5 Inspection. Reseller shall inspect all Products within ten (10) business days of receipt and notify Supplier of any defects, shortages, or discrepancies. Failure to notify within such period shall constitute acceptance.

5.6 Returns. Reseller may return defective or nonconforming Products in accordance with Supplier's return policy. Reseller shall obtain a Return Merchandise Authorization (RMA) number before returning any Products.

ARTICLE 6: PAYMENT TERMS

6.1 Invoicing. Supplier shall invoice Reseller upon shipment of Products. Each invoice shall identify the purchase order number, Products shipped, quantities, unit prices, and total amount due.

6.2 Payment. Reseller shall pay all invoices within thirty (30) days of invoice date, unless otherwise specified in Exhibit B.

6.3 Late Payment. Overdue amounts shall bear interest at the rate of ten percent (10%) per annum, or the maximum rate permitted under Cal. Civ. Code § 3289(b), whichever is less, calculated from the due date until paid in full.

6.4 Credit Terms. Supplier may establish credit limits for Reseller and may require prepayment, letters of credit, or other security as a condition of extending credit.

6.5 Taxes. All prices are exclusive of taxes. Reseller shall be responsible for all applicable sales, use, and similar taxes, excluding taxes based on Supplier's income.

6.6 Set-Off. Neither Party may set off amounts owed under this Agreement against amounts owed under any other agreement without the other Party's prior written consent.

ARTICLE 7: TRADEMARKS AND MARKETING

7.1 Trademark License. Supplier grants Reseller a non-exclusive, non-transferable, revocable license to use the Marks solely in connection with Reseller's marketing and resale of the Products within the Territory during the term of this Agreement.

7.2 Brand Guidelines. Reseller shall comply with Supplier's brand guidelines and trademark usage policies, as provided to Reseller and updated from time to time. All use of the Marks shall be in accordance with such guidelines.

7.3 Co-Branding. Any co-branded marketing materials must be submitted to Supplier for prior written approval. Supplier shall respond to co-branding approval requests within fifteen (15) business days.

7.4 Marketing Materials. Reseller shall not create, modify, or distribute any marketing materials bearing the Marks without Supplier's prior written approval.

7.5 Advertising. Reseller shall not make any false, misleading, or deceptive claims about the Products in violation of Cal. Bus. & Prof. Code § 17200 et seq. or federal law (15 U.S.C. § 1125(a), Lanham Act).

7.6 Ownership. Reseller acknowledges that Supplier is the exclusive owner of the Marks and all goodwill associated therewith. Reseller shall not contest Supplier's ownership of the Marks or register any confusingly similar marks.

7.7 Marketing Fund. ☐ If checked, Supplier shall contribute [____]% of Reseller's net purchases to a cooperative marketing fund, subject to Supplier's approval of marketing activities and submission of proof of performance.

ARTICLE 8: TRAINING AND CERTIFICATION

8.1 Initial Training. Supplier shall provide initial product and sales training to Reseller's designated personnel within [____] days of the Effective Date, at ☐ Supplier's expense ☐ Reseller's expense ☐ shared expense.

8.2 Ongoing Training. Supplier shall provide updated training for new Products and Product updates. Reseller shall ensure that its personnel complete all required training within the timeframes specified by Supplier.

8.3 Certification. Reseller shall maintain at least [____] certified sales representatives and [____] certified technical support representatives at all times during the term of this Agreement.

8.4 Certification Requirements:

8.5 Decertification. Supplier may decertify any Reseller personnel who fail to maintain required certifications or who engage in conduct inconsistent with Supplier's standards.

ARTICLE 9: WARRANTY PASS-THROUGH

9.1 Supplier Warranty. Supplier warrants that all Products shall conform to Supplier's published specifications for a period of [____] months from delivery to the End User (the "Warranty Period").

9.2 Pass-Through. Reseller shall pass through Supplier's standard warranty terms to all End Users without modification. Reseller shall not make any additional warranties or representations on behalf of Supplier without Supplier's prior written consent.

9.3 Warranty Claims. Reseller shall process warranty claims from End Users in accordance with Supplier's warranty procedures and shall forward all qualifying claims to Supplier within ten (10) business days of receipt.

9.4 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, SUPPLIER MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

ARTICLE 10: INDEMNIFICATION

10.1 Supplier Indemnification. Supplier shall indemnify, defend, and hold harmless Reseller and its officers, directors, employees, and agents from and against all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of: (a) any claim that the Products infringe a third party's Intellectual Property rights; (b) product liability claims relating to defects in the Products; or (c) Supplier's violation of applicable law.

10.2 Reseller Indemnification. Reseller shall indemnify, defend, and hold harmless Supplier and its officers, directors, employees, and agents from and against all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of: (a) Reseller's breach of this Agreement; (b) Reseller's negligence or willful misconduct; (c) unauthorized representations or warranties made by Reseller; or (d) Reseller's violation of applicable law.

10.3 Procedures. The indemnified Party shall: (a) provide prompt written notice of any claim; (b) grant the indemnifying Party sole control of the defense and settlement; and (c) provide reasonable cooperation at the indemnifying Party's expense.

ARTICLE 11: CONFIDENTIALITY

11.1 Obligations. Each Party shall: (a) hold the other Party's Confidential Information in strict confidence; (b) not disclose it to any third party without prior written consent; (c) use it only for purposes of this Agreement; and (d) protect it with at least the same degree of care used for its own confidential information, but no less than reasonable care.

11.2 Exceptions. Confidential Information does not include information that: (a) is or becomes publicly available without breach; (b) was known to the Receiving Party prior to disclosure; (c) is independently developed; or (d) is rightfully obtained from a third party.

11.3 Trade Secrets. Obligations regarding trade secrets shall survive in perpetuity, consistent with the California Uniform Trade Secrets Act (Cal. Civ. Code § 3426 et seq.).

11.4 Return. Upon termination, each Party shall promptly return or destroy all Confidential Information and certify such action in writing.

ARTICLE 12: TERM AND TERMINATION

12.1 Initial Term. This Agreement shall commence on the Effective Date and continue for a period of [____] year(s) (the "Initial Term").

12.2 Renewal. This Agreement shall automatically renew for successive [____]-year periods unless either Party provides written notice of non-renewal at least ninety (90) days prior to the end of the then-current term.

12.3 Termination for Cause. Either Party may terminate this Agreement upon written notice if the other Party: (a) materially breaches this Agreement and fails to cure within thirty (30) days of written notice; (b) becomes insolvent, files for bankruptcy, or has a receiver appointed; or (c) ceases to conduct business in the ordinary course.

12.4 Termination for Convenience. Either Party may terminate this Agreement for convenience upon ninety (90) days' prior written notice.

12.5 Wind-Down Provisions. Upon termination or expiration:

(a) Sell-Off Period. Reseller shall have [____] days following termination to sell remaining inventory of Products at agreed pricing, subject to all other terms of this Agreement.

(b) Inventory Repurchase. ☐ If checked, Supplier shall repurchase Reseller's unsold inventory of Products at [____]% of the price originally paid by Reseller, provided such inventory is in new, saleable condition.

(c) Customer Transition. Reseller shall cooperate with Supplier to transition existing customer relationships and pending orders to Supplier or Supplier's designated successor.

(d) Trademark Cessation. Reseller shall immediately cease all use of the Marks and return or destroy all marketing materials bearing the Marks.

(e) Outstanding Obligations. All outstanding invoices and payment obligations shall survive termination and remain due and payable.

12.6 Survival. Articles 1, 9.4, 10, 11, 13, 14, and 16 shall survive termination or expiration.

ARTICLE 13: NON-COMPETE

13.1 California Law. The Parties acknowledge that Cal. Bus. & Prof. Code § 16600 provides that "every contract by which anyone is restrained from engaging in a lawful profession, trade, or business of any kind is to that extent void," subject to narrow statutory exceptions. Accordingly, this Agreement does not contain a post-termination non-compete restriction applicable to Reseller.

13.2 During Term. During the term of this Agreement, Reseller shall not resell products or services that are directly competitive with the Products without Supplier's prior written consent, unless Reseller is already distributing such products as of the Effective Date and has disclosed such arrangement to Supplier.

13.3 Disclosure. Reseller shall promptly disclose to Supplier any new reseller or distribution agreements for competitive products entered into during the term.

ARTICLE 14: GOVERNING LAW AND DISPUTE RESOLUTION

14.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles.

14.2 Venue. Any litigation shall be brought exclusively in the state or federal courts located in [________________________________] County, California.

14.3 Mediation. Prior to litigation or arbitration, the Parties shall attempt good-faith mediation, with costs shared equally.

14.4 Arbitration (Optional). ☐ If checked, disputes shall be resolved by binding arbitration under AAA rules in [________________________________], California.

14.5 Prevailing Party. The prevailing Party shall be entitled to recover reasonable attorneys' fees and costs.

ARTICLE 15: GENERAL PROVISIONS

15.1 Entire Agreement. This Agreement, together with all Exhibits, constitutes the entire agreement and supersedes all prior agreements.

15.2 Amendments. Amendments require a written instrument signed by both Parties.

15.3 Waiver. No waiver shall be effective unless in writing.

15.4 Severability. Invalid provisions shall be severed without affecting the remaining terms.

15.5 Assignment. Neither Party may assign without prior written consent, except in connection with a merger or acquisition.

15.6 Notices. All notices shall be in writing and delivered by personal delivery, registered mail, or nationally recognized courier.

15.7 Force Majeure. Neither Party shall be liable for delays caused by events beyond its reasonable control.

15.8 Independent Contractor. Reseller is an independent contractor and not an agent, partner, or employee of Supplier.

15.9 Counterparts. This Agreement may be executed in counterparts. Electronic signatures are valid.

15.10 Compliance. Each Party shall comply with all applicable laws, including export controls and anti-corruption laws.

SIGNATURES

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

SUPPLIER:

Signature: ___________________________________________
Printed Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

RESELLER:

Signature: ___________________________________________
Printed Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

EXHIBIT A: PRODUCT / SERVICE LIST

Product Updates: Supplier may add or remove Products from this Exhibit upon thirty (30) days' prior written notice to Reseller.

EXHIBIT B: PRICING SCHEDULE

Effective Date: [__/__/____]

Minimum Purchase Commitment:

Discount Schedule:

Payment Terms: Net [____] days from invoice date.

Currency: USD

EXHIBIT C: TERRITORY

Geographic Territory:
[________________________________]

Market Segment (if applicable):
[________________________________]

Excluded Accounts (if any):

Territory Modifications: Territory may be modified only by written amendment signed by both Parties.

This Reseller / Channel Partner Agreement template is provided for informational purposes only. It is governed by California law and must be reviewed by a licensed California attorney before execution. The Parties should confirm this arrangement does not constitute a franchise under Cal. Corp. Code § 31000 et seq. Cal. Bus. & Prof. Code § 16600 restricts post-termination non-compete enforcement. All statutory citations should be verified as current before use.