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This Reseller Agreement sets forth an agreement between two parties, where one party agrees to sell, market, distribute, or lease a product on the behalf of the other party, on certain terms and conditions. The product manufacturer retains all rights to intellectual property. This long-form template agreement contains both standard clauses as well as opportunities for customization to ensure that the understandings of the parties are properly set forth. This document should be used by a product manufacturer or by a reseller.
This Reseller Agreement sets forth an agreement between two parties, where one party agrees to sell, market, distribute, or lease a product on the behalf of the other party, on certain terms and conditions. The product manufacturer retains all rights to intellectual property. This long-form template agreement contains both standard clauses as well as opportunities for customization to ensure that the understandings of the parties are properly set forth. This document should be used by a product manufacturer or by a reseller. RESELLER AGREEMENT This Reseller Agreement (hereinafter “the Agreement”) is entered into and effective as of [insert date] by and between by and between the following parties: [Insert Name of Company] (hereinafter “Company”) having its physical place of business at ___________________________________; and [Insert Name of Reseller] (hereinafter “Reseller”) its physical place of business at __________________________________, collectively referred to as the “Parties.” I. RECITALS 1.01 Whereas the Company (developed, owns, markets, licenses, engaged in the design, manufacture, sale and servicing) of ____________________________ products/services (the “Product”). 1.02 And whereas the Company and the Reseller desire to enter into this Agreement upon the following terms and conditions whereby the Reseller will have a non-exclusive right to (sell, market, distribute) the Product. NOW THEREFORE in consideration of the mutual promises and agreements contained in this Agreement, and other good and valuable consideration, the Parties agree as follows: II. RIGHTS AND OBLIGATIONS 2.01 The Reseller shall have the non-exclusive, non-transferable and revocable right to (purchase, sell, market and lease) the Product purchased from the Company, subject to the terms and conditions of this Agreement. All purchases by the Reseller from the Company shall be final. 2.02 The Reseller shall not sell, directly or indirectly or deliver any Product to any country where a delivery of such Product would be prohibited by any applicable laws or regulations. 2.03 The Reseller shall use its commercially reasonable efforts to (sell, distribute, market, and lease) the Product. The Reseller shall conduct its business activities in connection with the (sale, distribution, marketing, and leasing) of the Product in a manner that will not harm or damage the reputation of the Company or the Product. 2.04 The Reseller shall use the Company’s identifying logo or trademark or any other of the Company’s identifying marks, and patent markings, in connection with the (sale, distribution, marketing, and leasing) of the Product in all marketing, sales or promotional material, including but not limited to, flyers and website advertising or marketing. 2.05 The Reseller hereby acknowledges that by entering into this Agreement with the Company as a reseller of the Product, the Reseller is designated as a non-exclusive reseller of the Product and the Company reserves the right to appoint additional resellers, or sales representatives or distributors for the Products at any time during or following the term of this Agreement. 2.06 The Reseller shall be responsible for all of its own expenses and employees in association with the (sale, distribution, marketing, and leasing) of the Product. The Reseller shall at its sole expense, hire and train all employees and/or independent contractors, consultants and salespersons that it may require to carry out its obligations under this Agreement, and the Reseller hereby agrees that it will not incur any expense that is attributable to the Company, save and expect any expenses that may be agreed to by the Company and the Reseller in writing. 2.07 The Reseller shall have the right to create and distribute any and all promotional materials for the Product, provided that such promotional materials will contain the Company’s logo or identifying mark as set out in Article 2.03 hereof. The Company hereby agrees that the Reseller shall be permitted to modify any promotional material provided by the Company; however, any such modified material may only be used in connection with the Product. 2.08 The Reseller hereby agrees that the Company shall retain all right and title to any copyrights, trademarks, or other intellectual property contained in the material provided to the Reseller. 2.09 Company may, but is not obligated to, provide Reseller with suggested retail prices for the resale of the Product. Reseller is under no obligation to use these prices. III. TERMS AND CONDITIONS 3.01 The Company and the Reseller hereby agree that the Reseller shall submit to the Company a purchase order for all Product ordered by the Reseller from the Company. 3.02 The Reseller hereby agrees that any purchase orders submitted by the Reseller to the Company, shall confirm the Reseller’s agreement to the terms and conditions contained in this Agreement. 3.03 The Company and the Reseller hereby agree that any additional terms or conditions contained in any purchase order, or other communication between the Parties hereto, shall not be binding on either party unless such additional terms and conditions are accepted in writing by each party. 3.04 The Company and the Reseller hereby agree that any purchase orders placed by the Reseller for the Product shall be binding on either party, until such time the purchase order is accepted by the Company. 3.05 Th
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