Software Reseller Agreement

When it comes to software sales, reseller agreements play a crucial role in ensuring that all parties involved are protected. A software reseller agreement is a legally binding contract between the software vendor and the reseller, outlining the terms and conditions of the partnership.

What is a software reseller agreement?

A software reseller agreement is a contract that defines the terms of the relationship between the software vendor and the reseller. It outlines the terms of sale and distribution, including pricing, payment terms, and royalties. It specifies the roles and responsibilities of each party, warranties, and support obligations in detail. It also includes provisions for intellectual property rights and confidentiality, as well as termination and dispute resolution.

Why is a software reseller agreement necessary?

A software reseller agreement is necessary to protect the interests of both parties involved in the collaboration. It clarifies the relationship between the vendor and the reseller, ensuring that both parties are on the same page and working towards a common goal. It defines the scope of the partnership, including the rights and obligations of each party. It also ensures that the software vendor retains ownership of its intellectual property and that the reseller is not infringing on any copyrights or trademarks.

What are the key elements of a software reseller agreement?

The key elements of a software reseller agreement include:

1. License: The agreement should describe the type of license granted to the reseller and the territory in which they can sell the software.

2. Payment terms: The agreement should outline how the reseller will be compensated for their sales, including pricing, discounts, and payment schedules.

3. Support obligations: The agreement should specify the support obligations of both parties, including product updates, bug fixes, and customer service.

4. Intellectual property: The agreement should clearly outline the ownership and use of any intellectual property, including patents, copyrights, and trademarks.

5. Confidentiality: The agreement should include a confidentiality provision that requires both parties to keep confidential information strictly confidential.

6. Liability and Indemnification: The agreement should specify the liabilities of both parties and the indemnification process in case of any claims or lawsuits.

7. Termination: The agreement should outline the process for terminating the relationship if necessary and the consequences of termination.


In conclusion, a software reseller agreement is a critical component of any software vendor-reseller relationship. By clearly defining the terms of the partnership, a software reseller agreement ensures that both parties are protected and can work together effectively. It is important to seek legal counsel to draft a reseller agreement that meets the specific needs and requirements of the vendor and the reseller.