Drafting an IT Reseller Agreement – General clauses and schedule

Reselling your software is a great way to promote your product and increase revenue, however, you should ensure that you have a detailed and well-constructed IT Reseller Agreement before you begin distributing your software to resellers.

Terms

As a distributor, you should ensure that your resellers sell your product in a form that you approve, and market your product as you prescribe. If you are a reseller, you should be clear about the terms of your relationship with the distributor, particularly with respect to your obligations. As a distributor, before drafting your IT Reseller Agreement, you should also consider whether resellers will be signing up to resell your products online or if you will be emailing and/or providing them with a hard copy. Although the terms of your IT Reseller Agreement will remain the same, the form in which the agreement will be drafted will depend on the format in which it will be accepted.

Schedule

As a distributor, where you are providing a number of different products or personalised software you should include a schedule at the start of your IT Reseller Agreement.

Your schedule will also make it easier to update your agreement, as you only need to update the schedule rather than redraft the entire IT Reseller Agreement. Your IT Reseller Agreement should set out the terms of the relationship in your schedule or, if your resellers are signing up to the agreement online, it should set out the nature of the relationship in the body of the agreement. For example, in which area is the reseller able to resell the product, and is the relationship exclusive or non-exclusive? In some situations, the reseller may not be the only reseller of your software in that particular area, and may be able to sell competing products, with your consent. In other situations, the reseller may be the only reseller of the software within a particular area but will not sell any competing software. As a distributor, you should also consider whether you will provide any training in relation to the software and if any support material or other material will be provided.

You should also set out in the schedule the technical support that you will provide in relation to the product and whether you will promote the reseller on your website or refer customers to the reseller. You should also include whether you will provide marketing material to the reseller and list the specific material you will provide. You should also list the prices for the products and any minimum purchase requirements that you have. In relation to support, you should list information in regards to how updates to the software can be made by you. Having a detailed schedule makes the terms of the relationship clear to each party and updating your document easier.

Conclusion

If you’re unsure how to go about drafting your IT Reseller Agreement or if you are a reseller and would like us to review an IT Reseller Agreement you have been given, you should speak with a qualified, experienced IT Lawyer, preferably one with experience drafting IT Reseller Agreements. At LegalVision, we draft IT Reseller Agreements on a regular basis, so if you’re in need of legal advice, contact us on 1300 544 755 and speak with one of our Client Care team.