Affiliate / VAR Termination Agreement

This document is a concise business notice that ends an affiliate or value-added reseller relationship. It serves one purpose: to give formal notice, pursuant to this agreement, that the supplier will proceed with termination of this agreement on a stated effective date and settle any balances under the fees and payment terms. In practice, parties mark such correspondence company confidential and send it by registered or certified mail, so notice shall be deemed delivered under the contract's notice clause. The letter's plain language aligns with common reseller agreement frameworks in which either party may terminate this agreement upon days' prior written notice.

Although brief, the letter triggers a predictable checklist. The VAR shall pay any amounts still due (for example, license fees and payment terms, support and maintenance fees, or software maintenance fees), and the supplier closes out obligations subject to the terms of the underlying reseller agreement. Typical provisions that shall survive termination include confidentiality, intellectual property rights, and liability limitations (often excluding lost profits and other consequential damages). Where applicable laws require, parties also confirm the status of third-party software and documentation and cease use of the marks and marketing materials after expiration or termination.

Many VAR programs organize rights and obligations through exhibits. For context, a value-added reseller agreement might include Exhibit B end-user software maintenance (user software maintenance agreement), Exhibit C professional services, Exhibit D1 initial order form (or Exhibit D product order), Exhibit E price list, Exhibit G contacts, and Exhibit H territory plus Exhibit H1 lead registration form. Those addenda define items such as end-user license, support services, error severity response level (software maintenance service level), and territory governance. When sending a termination letter, the parties confirm that end user agreements and any support and maintenance agreement continue or end in accordance with the timeframes specified within Schedule B, and that end users with respect to the subject products receive any required transition communications during normal business hours.

Even in industry-specific programs (for example, a VAR agreement), the same business mechanics apply: subject to the limitations and conditions of this agreement, the VAR shall be solely responsible for winding down marketing practices of the VAR, returning confidential information, and stopping distribution licensing or sales commitments after the effective date. The supplier may terminate immediately for uncured breach or, after such notice, discontinue sales support while making commercially reasonable efforts to fulfill accepted order obligations. Where the contract sets forth in section terms for final invoicing (payment is due thirty days from VAR's receipt), the parties follow them and document closure in writing.

Clarity matters. A short notice that states the effective date, references termination pursuant to this agreement, and provides a named contact reduces dispute risk. It also helps protect proprietary information, the owner's proprietary information, and each party's intellectual property rights. If the reseller previously handled supported end users, the supplier typically instructs how those customers will obtain support services going forward.

Proposal Kit helps teams write, assemble, and customize documents like this termination notice and the larger value-added reseller agreement around it. Its extensive template library, AI Writer, and document assembly tools make it easier to produce consistent agreements, exhibits, and automated line-item quoting, helping businesses manage changes like termination with speed and accuracy.

Beyond sending a clear notice, mature partner programs tie termination back to the VAR agreement exhibits to close out obligations cleanly. Typical packets include Exhibit B attached hereto (Exhibit A end user and license agreement, Exhibit B support and maintenance), Exhibit C professional services (described in Exhibit C), Exhibit D1 initial order form or product order form, Exhibit E price list December, Exhibit G contacts, and Exhibit H territory with Exhibit H1 lead registration. These references make it simple to confirm the terms of this agreement, coverage, and software maintenance as defined in Schedule B, as well as any consulting support services. Where the agreement includes, without limitation, the use of the products, support services, and training, the notice can direct how supported end users defined in Exhibit B will transition to standard help desk support during normal business hours, matched to the maintenance service level error severity set forth in section schedules.

Financial wrap-up also benefits from specificity. If initial license fees set forth on the form product order were billed through the VAR, the VAR shall pay the license fees and applicable software maintenance fees, payable in U.S. dollars upon receipt of the applicable invoice, often due thirty 30 days from the VAR's receipt. Where licensee shall pay directly, the letter can restate how fees paid by licensee are applied or credited. If the contract states that Var shall be entitled to commissions on accepted orders up to the effective date, or a discount if payment is made within terms, those items can be noted so the closeout is deemed accepted by both sides.

The IP and confidentiality sections that shall survive termination are worth restating in a short paragraph: documentation, the confidential information, and party software the documentation remain protected; no reverse engineer or derivative works; proprietary rights and the company's intellectual property rights remain the exclusive property of the comapany; and each party shall hold the company harmless to the extent of the intellectual property infringement indemnity set forth in this agreement, subject to the limitations on liability (no implied warranties of merchantability, no fitness for a particular purpose, and no liability for lost profits or indirect special punitive exemplary damages). Notwithstanding anything contained herein, both sides continue to comply with applicable laws and regulations, including import and export restrictions, and may immediately terminate for breach or default per the written notice of breach provisions.

If the partner invested in the enablement-core consultant course, service hub essentials course, train the trainer or train the trainer program, and service hub certification exam tied to service hub applications, the notice can clarify whether credentials under partner education continue through wind-down or end without the prior written consent when branding is involved. The same applies to marketing practices and press release constraints; market the products' rights usually cease at termination, and any continued use of marks requires prior written consent.

Proposal Kit helps business teams assemble these components quickly: a formal notice with authorized signature name, title, and a named contact; attached hereto as exhibit references for orders, price lists, and contacts; and consistent written instructions that mirror the agreement text. Its document assembly, AI Writer, and automated line-item quoting streamline order form details while keeping templates for reseller systems integrator service, solutions overview, detailed functional overviews, and closeout checklists easy to reuse across counterparts and delivery via nationally recognized courier service.

A well-structured termination notice should line up with the master documents it references. When a reseller agreement this value added arrangement includes exhibits, the notice can cite them by name so obligations are unambiguous: maintenance agreement Exhibit B (b software maintenance service), exhibit A end user (nd user agreement and user license agreement exhibit), exhibit C professional services (services described on Exhibit C), and the initial order form or order form product. If any products pursuant to accepted orders remain, the letter can confirm whether those orders will ship or be cancelled per the provisions of this agreement.

On financial closeout, state the payment terms for fees, taxes, and license fees, including but not limited to how the net price paid or actual price paid maps to the license net price or list price per user. Where fees are paid by the end user, note who invoices whom; otherwise, invoice, but VAR shall pay amounts due upon receipt of the invoice. If consulting support services were booked, reimburse for actual and reasonable travel and lodging expenses.

If discounts or fees apply, reference them. Notwithstanding the foregoing, taxes based upon the company's income are typically excluded from pass-through.

Operationally, address customers. If supported, end users transition to direct response to end users, say so; help desk support provided on a business day, if needed, can be restated. Remind the VAR that modified end-user or non-modified end-user licenses must remain in compliance with laws, and that use of the marks ceases without the prior written consent.

IP restrictions continue: no reverse engineering, no access to source code, and documentation remains protected by trade secret law, trademark law, and unfair competition. For export materials, confirm both sides will comply with applicable laws and regulations.

Governance details help prevent disputes. Include the effective date. VAR shall stop minimum marketing distribution licensing; that agreement shall obligate VAR to return copies thereof; and where the master names or alliance parties in a solutions business partner program or systems integrator service provider role, state that all agreements executed between the company remain in full force and effect as to confidentiality and IP. For clarity, add signature name, title date, a VAR authorized signature name, and the notice window (for example, thirty 30 days prior), so that either party is not liable for as little as possible, subject to limitation, reasonable attorneys' fees, and shall not be deemed waivers set forth in this agreement. Releases shall be designated in writing, and if any clause is invalid or unenforceable, the remaining terms shall stay binding.

Proposal Kit can streamline all of this. Its template library and AI Writer help you assemble the notice, pull in the right exhibit references, produce consistent signature blocks and address lines, and generate automated line-item quoting that aligns with order schedules, making it faster to prepare accurate notices and closeouts at scale.

How do you write a Affiliate / VAR Termination Agreement document? - The Narrative

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