RESELLER / CHANNEL PARTNER AGREEMENT

TABLE OF CONTENTS

1. Appointment and Scope
2. Territory, Exclusivity, and Segments
3. Partner Obligations
4. Ordering, Pricing, and Discounts
5. Deal Registration
6. Support and Training
7. Marketing and Branding
8. Taxes and Invoicing
9. Compliance (AUP, Export/Sanctions, Anti-Corruption)
10. Confidentiality and Data Protection
11. IP and License
12. Warranties and Disclaimers
13. Indemnities
14. Limitation of Liability
15. Term and Termination
16. Effects of Termination
17. Dispute Resolution and Governing Law
18. Miscellaneous
19. Schedules

1. APPOINTMENT AND SCOPE

• Provider appoints Partner as [non-exclusive/exclusive] reseller of the Products/Services listed in Schedule 1 within the Territory.
• No authority to bind Provider; Partner acts as independent contractor.

2. TERRITORY, EXCLUSIVITY, AND SEGMENTS

• Territory: [GEOS]; segments: [SMB/Enterprise/Public Sector].
• Exclusivity (if any) conditioned on quota attainment and compliance.

3. PARTNER OBLIGATIONS

• Market and resell diligently; maintain qualified sales/support staff; comply with branding guidelines.
• No misrepresentations; adhere to Provider's AUP and policies when demonstrating or provisioning.
• Provide first-line support if agreed; escalate per support handbook.

4. ORDERING, PRICING, AND DISCOUNTS

• Orders submitted via [PORTAL/PO]; acceptance at Provider's discretion.
• Price lists and discount schedules in Schedule 2; Provider may update with notice [X] days.
• Currency and payment terms; credit holds and suspension rights.

5. DEAL REGISTRATION

• Partner may register opportunities; registration grants [X] days of protection if approved.
• Conflicts resolved per priority rules; Provider may decline/withdraw for inactivity or non-compliance.

6. SUPPORT AND TRAINING

• Provider supplies training materials; Partner ensures personnel complete required certifications.
• Support model: [Partner Tier 1/Tier 2, Provider Tier 2/3]; SLAs in Schedule 3 if applicable.

7. MARKETING AND BRANDING

• Licensed to use Provider marks per guidelines; no modification; pre-approval for co-branded collateral as required.
• MDF (if any) terms in Schedule 4; proof-of-performance required.

8. TAXES AND INVOICING

• Partner responsible for taxes on resale; Provider responsible for its income taxes.
• VAT/GST handling and resale certificates as applicable.

9. COMPLIANCE (AUP, EXPORT/SANCTIONS, ANTI-CORRUPTION)

• No sales to sanctioned parties or prohibited end uses; comply with export controls.
• Anti-corruption covenant; no facilitation payments; accurate books.
• Partner enforces AUP with its customers; includes flow-downs in customer contracts.

10. CONFIDENTIALITY AND DATA PROTECTION

• Mutual confidentiality; data shared is minimized; DPA applies where Personal Data is processed.

11. IP AND LICENSE

• Provider retains IP in Products/Services.
• Partner receives limited license to market and resell; no reverse engineering.
• Customer license terms are in Provider's standard EULA/SaaS terms (attached as Schedule 5).

12. WARRANTIES AND DISCLAIMERS

• Provider warranties per attached customer terms; Partner makes no additional warranties.
• Partner warrants compliance with this Agreement and applicable laws.

13. INDEMNITIES

• Provider: IP indemnity to end customers per standard terms.
• Partner: indemnifies Provider for (a) Partner representations beyond authorized terms; (b) violations of law; (c) misuse of marks; (d) breach of AUP flow-downs.

14. LIMITATION OF LIABILITY

• Cap: fees paid/payable by Partner in prior [12] months; exclusions for carved-out claims as negotiated.
• No consequential/indirect damages except carved-out categories (e.g., IP indemnity, confidentiality breach, willful misconduct).

15. TERM AND TERMINATION

• Initial term [X] years; auto-renewals unless notice [30/60] days prior.
• Termination for breach uncured within [30] days; for insolvency; for compliance/export reasons immediately.
• Convenience termination [optional] with notice [X] days.

16. EFFECTS OF TERMINATION

• Partner stops holding out as authorized; ceases use of marks; fulfills existing accepted orders.
• No new orders after termination notice unless agreed.
• Return/destroy Confidential Information; settle accounts; optional transition of registered deals.

17. DISPUTE RESOLUTION AND GOVERNING LAW

• Escalation; then courts/arbitration per selection; governing law and venue specified; jury waiver if allowed.

18. MISCELLANEOUS

• Assignment rules; subcontracting restrictions; notices; force majeure; entire agreement; amendments in writing; order of precedence.

19. SCHEDULES

• Schedule 1: Products/Services and Territory/Segments.
• Schedule 2: Price List and Discounts.
• Schedule 3: Support Model/SLAs.
• Schedule 4: MDF Terms (if any).
• Schedule 5: Customer Terms (EULA/SaaS).