Reseller/VAR Contract

This value-added reseller agreement is a standard document that outlines key components of a distribution relationship between a manufacturer and a value-added reseller VAR. It grants a non-exclusive right to resell products and other services, positioning the reseller to add value by integration, training, and assistance. The agreement outlines an overview of obligations, intellectual property ownership protections, and commercially common methods to ensure compliance while the reseller expands revenue through the resale of an integrated product or solution.

Representation and marketing are clear. The value-added reseller maintains a sales office, pays its own promotion costs, and conducts business in its own name. Marketing activities and any marketing materials, co-branding, or use of trademarks require quality control and respect for the Company's standards, though the text does not specify a non-compete. Prospects can be registered and protected for 90 days, extendable at the Company's discretion, useful for house accounts and established relationships with vendors and customers.

Payment terms and pricing are defined. End-user pricing and reseller compensation appear in an exhibit and may change with market conditions. The reseller must pay C.

O. D. unless credit is approved; then terms are net 10, with credit revocable if the party fails to pay after 30 days. Intellectual property rights and confidential information receive strong protection, with restrictions on reverse engineering or access beyond what is permitted. Indemnification obligations allocate certain liabilities to the reseller for marketing or support services. A limited warranty promises the product will substantially perform as expected, and the Company will use reasonable efforts consistent with industry standards to cure an error; implied warranties or fitness for a particular purpose are not addressed. Service level agreements, performance metrics, packaging, or shipping are not specified. Governing law is stated, and disputes award fees to the prevailing party.

Term, renewal, and termination provisions are straightforward, including for insolvency or breach. Force majeure excuses delays caused by events beyond reasonable control. Technical support is not detailed, but end users experiencing technical difficulties would typically contact technical support, while the reseller provides front-line assistance.

Example uses: a software value-added reseller integrating technology with other products and equipment; a distributor bundling solutions and training into other items for a specific vertical; or an MSP adapting the agreement to manage integration with in-house infrastructure and compliance with regulations.

Proposal Kit can help teams implement agreements like this efficiently through document assembly, automated line-item quoting, an AI Writer to build supporting documents, and an extensive template library with how-to guides and checklists, practical law resources that improve speed, consistency, and ease of use.

Beyond the basics, companies should view this reseller relationship alongside a distribution agreement to clarify channel strategy. Parties can specify to what extent the reseller may bundle features, other products, or services, and what degree of control the manufacturer retains over advertising and co-branding. Where the warranty mentions reasonable efforts, some teams prefer commercially reasonable efforts language, specifically to balance risk with operational realities.

Clear confidentiality terms, limitations on reverse engineering, and responsibilities for personnel training are crucial and important to ensuring compliance and protecting expertise and knowledge created in the channel. Finance and cash-flow planning benefit from the stated payment terms, and collaboration on launch schedules can improve efficiency and productivity. Because negotiations can be complicated, it helps to establish processes that adapt to market shifts, expand the partner's added value, and integrate support playbooks so customers see a unified solution that aligns interests across the channel.

In writing and maintaining this paperwork, teams can see how practical law resources, topics, tasks, practice notes, checklists, and the Proposal Kit work together. Use Proposal Kit's document assembly, automated line-item quoting, AI Writer, and template library to build consistent clauses, map responsibilities, and tailor exhibits while you stay updated on legal updates from your counsel and incorporate them into templates. This approach gives your organization full access to current models internally, supports ensuring compliance with confidentiality commitments and other limitations, and lets you adapt language to a specific industry or region. The result is a set of agreements created efficiently, designed to benefit sales and delivery, and ready to integrate with related documents such as statements of work and pricing schedules.

Further refinement of this channel framework should address day-to-day operations. Define performance metrics for the value-added reseller, such as pipeline growth, close rates, and renewal contribution, and link them to service-level agreements for response and escalation. Outline who should contact technical support and when, so end users experiencing technical difficulties get fast triage, while the reseller handles first-line questions about features and integration.

Add quality control touchpoints, including periodic audits, joint account reviews, and training or certification for personnel to maintain expected knowledge and expertise. Where physical equipment is involved, align packaging, shipping, and returns workflows with distributors and vendors to protect quality and speed.

Data handling also deserves attention. Expand confidentiality and access controls to cover reseller in-house systems, with clear restrictions on the use of confidential information and guidance for collaboration tools. If data crosses borders, note applicable regulations and ensure processes for ensuring compliance.

Consider whether any non-compete, co-branding, or advertising guidelines are needed to manage market conditions and channel conflict. If the parties want caps or other limitations, specify the extent of liability and any carve-outs. Clarify how updates are created and delivered so partners stay updated on product changes and legal updates, and use commercially reasonable efforts language where appropriate to balance obligations. Finance teams can implement methods to manage credit exposure and pay cycles, and to forecast revenue, so both sides benefit and adapt as relationships expand.

To operationalize all of this, many teams pair practical law resources and topics, tasks, and practice note checklists with the Proposal Kit. Use it to assemble companion exhibits like SLA matrices, reseller onboarding guides, how-to guides, marketing plans, scorecards, and distribution agreement variants. Proposal Kit helps establish consistent documents quickly, supports integration with other items in your document set, and promotes efficiency and productivity while you work with counsel to keep templates current and in respect of your obligations.

How do you write a Reseller/VAR Contract document? - The Narrative

How to Build a Legal Contract with Proposal Kit

This video illustrates how to create a legal contract using the Proposal Pack Wizard software. It also shows how to create a proposal with an invoice and contract at the same time.