RESELLER / CHANNEL PARTNER AGREEMENT
This template is for a channel arrangement in which the Reseller introduces customers to, or sells on behalf of, the Principal — typically agency-like or referral-based, with the Principal contracting directly with the end customer. It is not suitable for an arrangement where the Reseller instead buys products and resells them on its own account, at its own risk — see the distribution-agreement template for that arrangement instead. It is not suitable for use in Quebec.
Drafting notes appear in italics and are to be deleted before execution. Square brackets mark information to be filled in. Delete any inapplicable optional clauses and renumber before execution.
⚠️ Exclusivity, territory and pricing may raise competition-law issues. Restricting where the Reseller may sell, appointing the Reseller on an exclusive or sole basis, or influencing the price at which the Reseller sells to End Customers can engage the Competition Act (Canada) and, if sales occur outside Canada, the competition or antitrust law of that jurisdiction. This template does not state what those laws permit or prohibit — that depends on facts this template cannot assess, including the Principal's and Reseller's market position. Sections 2, 4 and 7 are flagged below. Confirm with competition/antitrust counsel before finalizing any of those sections.
THIS AGREEMENT is made as of [Date].
BETWEEN:
[Principal Legal Name], [a corporation incorporated under the laws of [Province / Canada] / a sole proprietorship / a partnership] having its principal place of business at [Principal Address]
(the "Principal")
— and —
[Reseller Legal Name], [a corporation incorporated under the laws of [Province / Canada] / a sole proprietorship / a partnership] having its principal place of business at [Reseller Address]
(the "Reseller")
(each a "Party" and together the "Parties")
WHEREAS the Principal wishes to appoint the Reseller to market, and either refer or resell, the Products/Services described in Schedule A to customers in the Territory described in Schedule B, on the terms set out below;
NOW THEREFORE in consideration of the mutual covenants below, the Parties agree as follows:
Interpretation
In this Agreement:
"Products/Services" means the products and/or services described in Schedule A, as amended by the Parties from time to time in writing;
"Territory" means the territory described in Schedule B;
"End Customer" means a customer who acquires Products/Services through the Reseller under this Agreement;
"Trademarks" means the trademarks, trade names, logos and branding the Principal makes available to the Reseller in connection with the Products/Services; and
"Confidential Information" has the meaning given in section 10.1.
The recitals and Schedules form part of this Agreement.
Appointment and Exclusivity
The Principal appoints the Reseller as its [exclusive / sole / non-exclusive] reseller of the Products/Services in the Territory, and the Reseller accepts the appointment, on the terms of this Agreement.
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Canada note
This version is drafted for Canada. Provinces differ on employment standards and Quebec applies civil law rather than common law. Tell GitLaw which province applies and it adjusts the draft.
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