Reseller Agreement for Marketplaces
The Standard Reseller Agreement for Marketplaces is a balanced, plain-language contract that governs how providers authorize resellers to distribute their products through online marketplaces, covering rights, pricing, and fulfillment. It is part of OLL’s widely trusted library of open standard agreements.
Standard Reseller Agreement for Marketplaces (Version 1.0)
Cover Page
This Cover Page is an optional alternative to entering into the Standard Reseller Agreement directly within the applicable Marketplace.
By executing this Cover Page, Provide and Reseller enter into an Agreement which incorporates the Standard Reseller Agreement (for Marketplaces) (Version 1.0). The Agreement also includes the contents of this Cover Page, including the Attachments and any Additional Terms. Capitalized terms not defined in this Cover Page have the meanings given in the Standard Agreement. | |
Provider: | [provider name] |
Reseller: | [reseller name] |
Marketplace: | [marketplace] |
Effective Date: | The date last executed below. |
Attachments (link or attach) | |
The following Attachments (if any) are incorporated into the Agreement: | |
[attachment label] | [attachment link or file reference] |
Additional Terms | |
The following additions to or modifications of the Standard Agreement are agreed by the parties and control in the event of any conflicts: | |
Signatures | |
Agreed to as of the Effective Date by each party’s authorized representative: | |
Provider: Email: [provider notice email] Postal mail: [provider postal mail] Date: [effective date] | Reseller: Email: [reseller notice email] Postal mail: [reseller notice postal mail] Date: [effective date] |
Standard Terms
Using this Standard Agreement.
Standard Agreement. This Standard Reseller Agreement (for Marketplaces) (Version 1.0) (the “Standard Agreement”) sets forth the terms and conditions under which Provider authorizes Reseller to resell its Products through the Marketplace. Capitalized terms are defined in context or in Section 15 (Definitions).
Provider-Specific Terms. Provider may (i) make additions to or modifications of this Standard Agreement (“Additional Terms”) or (ii) add Attachments by stating as such in the Marketplace Management Portal (or Cover Page). Any Additional Terms and any Attachments are collectively referred to as “Provider-Specific Terms.”
Entering the Agreement. Provider and Reseller agree to this Standard Agreement and any Provider-Specific Terms (collectively, the “Agreement”) through the Marketplace Management Portal (or, alternatively, by signing a Cover Page).
Order of Precedence. In the event of a conflict between the elements of the terms and conditions making up the Agreement, the order of precedence is: (i) any Amendment, (ii) Provider-Specific Terms (first Additional Terms and then Attachments) and (iii) this Standard Agreement.
Appointment of Reseller.
Appointment of Reseller. Provider hereby designates and appoints Reseller as a non-exclusive reseller and distributor of Subscriptions to the Products to Customers in the Marketplace during the Term.
Reseller License.
Subject to this Agreement, Provider hereby grants Reseller a non-exclusive, non-transferable (subject to Section 14.1 (Assignment)) right during the Term to market, sell and effectuate distribution (through Provider) of Subscriptions to the Products to Customers in the Marketplace, provided that each Customer is subject to an End User Agreement.
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About this template
What is this template?
This document is a commercial contract between a software provider and a reseller for marketplace-based distribution. It includes specific provisions for 'End User Agreements' that customers must sign and defines 'General Cap' liability based on 12-month trailing fees. It is not a direct sales contract between the provider and the end customer.
When should you use it?
Use this template when appointing a non-exclusive partner to sell software subscriptions via a platform like AWS Marketplace or Azure Marketplace. Use a standard 'Service Agreement' instead if the partner is performing services rather than reselling software licenses.
What's inside
| Clause | Name | What it does |
|---|---|---|
| 2.1 | Appointment of Reseller | Provider appoints Reseller as a non-exclusive distributor of Product Subscriptions to Customers in the designated Marketplace during the Term. |
| 3.2 | Pricing for Customers | Reseller retains sole discretion to determine the price at which it makes Product Subscriptions available to Customers. |
| 3.6 | End User Agreement | Reseller must ensure Customers are subject to Provider's specified end user terms and cannot accept those terms on a Customer's behalf. |
| 4.3 | Records and Audit | Reseller must maintain transaction records for three years and permit Provider to review them upon 10 days' notice. |
| 8.1 | Term of Agreement | The agreement continues from the Effective Date until either party provides 30 days' notice of termination for convenience. |
| 10.1 | General Cap | Liability is limited to the aggregate amounts paid or payable by Reseller for Subscriptions in the preceding 12 months. |
| 14.2 | Governing Law and Courts | The agreement is governed by California law and disputes must be adjudicated in San Francisco federal or state courts. |
Who it's for
- a software vendor authorizing a third party to sell its SaaS through a digital marketplace
- a reseller seeking to distribute third-party cloud applications to its own customer base
- parties transacting software subscriptions where payments are governed by marketplace platform rules
How long it runs and how it's signed
Law it's drafted under
United States note
This version is drafted for US law generally. Contract, employment and consumer rules vary by state — for example on non-competes and at-will employment. Tell GitLaw which state applies and it adjusts the draft.
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