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.
"Exclusive," "sole" and "non-exclusive" allocate risk very differently, and most drafters do not distinguish them:
"Exclusive" — the Principal will not appoint any other reseller in the Territory, and will not itself sell the Products/Services in the Territory.
"Sole" — the Principal will not appoint any other reseller in the Territory, but may continue to sell the Products/Services in the Territory directly (including online).
"Non-exclusive" — the Principal may appoint other resellers in the Territory, and may continue to sell the Products/Services in the Territory directly.
Confirm which is intended before drafting — the wrong choice can materially change the value of the appointment to the Reseller, and an exclusive or sole appointment is more likely to attract the competition-law scrutiny flagged in the header warning above.
Role of the Reseller
Option A — Referral / agency model. The Reseller will identify and refer prospective End Customers to the Principal. The Principal will contract directly with, invoice, and collect payment from, each End Customer. The Reseller has no authority to accept an order, agree to pricing, or bind the Principal, and will make no representation to an End Customer beyond what the Principal authorizes in writing.
Option B — Reseller of record. The Reseller will contract with, invoice, and collect payment from, each End Customer in the Reseller's own name, using Products/Services supplied by the Principal under this Agreement. The Reseller bears the credit risk of each End Customer it contracts with.
Nothing in this Agreement makes the Reseller an employee, partner or joint venturer of the Principal.
Use either Option A or Option B — they are different risk allocations, not interchangeable drafting styles, and the rest of this template (particularly sections 6 and 7) assumes one or the other. Use Option A where the Reseller introduces or refers business and the Principal wants to remain the contracting party with, and be paid directly by, the End Customer — this is the more common channel-partner structure and keeps End Customer credit risk with the Principal. Use Option B where the Reseller will contract with, and invoice, the End Customer directly — this shifts End Customer credit risk to the Reseller and moves the arrangement closer to a distribution model, even though (unlike distribution-agreement) the Reseller is not buying and holding inventory of a physical product. If the Reseller will also take title to physical goods for resale, use distribution-agreement instead of Option B here.
Under Option A, consider whether the relationship as drafted also makes the Reseller the Principal's agent for the purposes this Agreement contemplates (soliciting and referring business), which carries its own duties at law distinct from a simple referral fee arrangement. This template does not take a position on whether Option A creates an agency relationship in the full legal sense — confirm before relying on any statement that it does not.
Territory
The Reseller's appointment under section 2 applies only within the Territory. The Reseller will not actively solicit End Customers, establish a branch, or advertise the Products/Services, outside the Territory, except [with the Principal's prior written consent / in response to unsolicited inquiries, which this Agreement does not restrict].
A restriction on actively soliciting outside the Territory is a narrower, and generally lower-risk, restriction than one that also blocks the Reseller from responding to unsolicited inquiries from outside the Territory. See the header warning — confirm the scope of any territorial restriction with competition/antitrust counsel before finalizing this section.
Term
This Agreement begins on [Start Date] and continues for an initial term of [Number] [months / years], unless terminated earlier under section 17.
Include the following if the Agreement is intended to renew: This Agreement will automatically renew for successive terms of [Renewal Period] unless either Party gives written notice of non-renewal at least [Notice Period] days before the end of the then-current term.
Sales Process and Order Acceptance
Include under Option A: The Reseller will submit each prospective sale to the Principal in the manner the Principal reasonably specifies. The Principal may accept or decline any prospective sale in its sole discretion, and no referral by the Reseller obliges the Principal to contract with the prospective End Customer.
Include under Option B: The Reseller will place orders for Products/Services with the Principal in the manner the Principal reasonably specifies. Each order is binding on acceptance by the Principal. The Reseller is responsible for the accuracy of the information it provides to the Principal about each End Customer order.
The Reseller will register a prospective End Customer opportunity with the Principal before [soliciting it / submitting an order for it], to establish the Reseller's right to [commission under section 7 / act as reseller of record for that End Customer]. The Principal will confirm registration, or its refusal, within [Number] days.
A lead-registration mechanism is the most common source of channel-partner disputes — two resellers claiming credit for the same End Customer. Confirm whether the Parties want a registration mechanism, and if so, how a dispute over prior registration is resolved.
Pricing, Commission and Payment
Include under Option A: The Principal will pay the Reseller a commission of [Percentage]% of the net amount the Principal actually receives from the End Customer for a referred sale, within [Number] days of the Principal's receipt of the corresponding payment from the End Customer. The Reseller has no claim to commission on an amount the Principal has not received.
Include under Option B: The Principal will sell Products/Services to the Reseller at the prices set out in Schedule C, as amended by the Principal from time to time on [Number] days' written notice, except as to orders already accepted. The Reseller will determine its own prices for resale to End Customers, and will pay the Principal within [Number] days of invoice.
Amounts not paid when due bear interest at [Rate]% per annum from the due date until paid.
A provision that requires the Reseller (Option B) to resell at or above a stated price, or that ties a rebate, commission tier or lead allocation to compliance with a stated resale price, raises the competition-law issues flagged in the header warning above. This template does not state what is permitted. Confirm any pricing-related provision with competition/antitrust counsel before including it.
Confirm the stated interest rate complies with the disclosure requirements for annual interest rates under federal law before use.
Marketing, Trademarks and Use of Principal's Name
The Principal grants the Reseller a non-exclusive, non-transferable licence to use the Trademarks in the Territory, solely to market the Products/Services during the term and in accordance with any brand guidelines the Principal provides.
The Reseller will not register, or apply to register, any Trademark or any confusingly similar mark, anywhere, and will not use the Trademarks as part of the Reseller's own corporate or trade name.
The Reseller will submit marketing materials that use the Trademarks to the Principal for approval before use, such approval not to be unreasonably withheld or delayed.
All goodwill arising from the Reseller's use of the Trademarks accrues to the Principal.
Training and Certification
The Reseller will ensure that personnel who sell or support the Products/Services complete the training the Principal reasonably requires, at [the Reseller's / the Principal's] expense.
Include this section if the Principal requires the Reseller's personnel to complete training or certification before selling the Products/Services. Delete if not wanted.
Confidentiality
"Confidential Information" means non-public information disclosed by one Party to the other in connection with this Agreement, whether or not marked confidential, including pricing, End Customer information, business plans and technical information.
Each Party will keep the other's Confidential Information confidential, use it only to perform this Agreement, and not disclose it to a third party without the disclosing Party's prior written consent.
Section 10.2 does not apply to information that is or becomes public through no fault of the receiving Party, was known to the receiving Party without obligation of confidence before disclosure, or is required to be disclosed by law or by a court or regulator — provided the receiving Party gives the disclosing Party prompt notice where lawful to do so.
The obligations in this section survive termination for [Number] years, and indefinitely in respect of trade secrets.
Personal Information
The Reseller will collect, use, disclose and store personal information about End Customers only as necessary to perform this Agreement, and in accordance with applicable Canadian privacy legislation.
The Reseller will implement security safeguards appropriate to the sensitivity of the personal information, and will notify the Principal without delay on becoming aware of any unauthorised access to or disclosure of personal information collected under this Agreement.
Under Option A, the Reseller acknowledges that the Principal, not the Reseller, is the party contracting with and invoicing the End Customer, and the Reseller will limit its collection of End Customer personal information to what is necessary to make the referral.
Include this section if the Reseller will collect or handle personal information about End Customers. Delete if not.
Which privacy statute applies depends on where the Parties and End Customers are located. Confirm before adding any statute-specific undertaking.
Competing Products/Services
During the term, the Reseller will not, without the Principal's prior written consent, market, sell, or refer End Customers to, any product or service that directly competes with the Products/Services, other than [describe any carve-out].
Include this section if the Principal wants to restrict the Reseller from representing directly competing products or services during the term. Delete if not wanted.
Representations and Warranties
Each Party represents and warrants that it has the authority to enter into and perform this Agreement.
Under Option A, the Reseller represents and warrants that it will not make any representation, warranty or commitment to an End Customer on the Principal's behalf beyond what the Principal authorizes in writing.
Indemnity
Each Party will indemnify the other against any loss, damage, claim or expense arising from the indemnifying Party's breach of this Agreement, negligence, or wilful misconduct, including — under Option A — any unauthorized representation the Reseller makes to an End Customer in breach of section 13.2.
Limitation of Liability
Neither Party is liable to the other for indirect, incidental, consequential, special or punitive damages, or for loss of profit, revenue or data, however caused.
Each Party's aggregate liability under this Agreement is limited to [the commission or fees paid or payable under this Agreement in the [Number] months preceding the claim / [Amount]].
Sections 15.1 and 15.2 do not limit liability for a Party's fraud, wilful misconduct, breach of section 10, indemnification obligations under section 14, or any liability that cannot be limited at law.
Non-Solicitation
During the term and for [Number] months after termination, the Reseller will not directly solicit any employee of the Principal with whom the Reseller had material contact, for the purpose of employment.
Include this section where the Reseller will have material contact with the Principal's other resellers, staff or customers outside this arrangement. Keep the scope and duration narrow — an unreasonably wide restriction risks being unenforceable as a restraint of trade.
Termination
Either Party may terminate this Agreement on [Number] days' written notice to the other.
Either Party may terminate this Agreement immediately on written notice if the other Party commits a material breach and, where the breach is capable of being cured, fails to cure it within [Number] days of written notice.
Either Party may terminate this Agreement immediately on written notice if the other Party becomes insolvent, makes an assignment for the benefit of creditors, or has a receiver appointed.
Effect of Termination
On termination, the Reseller will immediately stop using the Trademarks and holding itself out as an authorized reseller of the Products/Services.
Under Option A, the Principal will pay commission earned on End Customer payments received before termination, in accordance with section 7.1, but the Reseller has no claim to commission on any End Customer contract entered into, or payment received, after termination, unless the Parties agree otherwise in Schedule C.
Under Option B, the Reseller may fulfil orders accepted before termination, but this Agreement does not create any right for the Reseller to continue contracting with End Customers, or using the Trademarks, after termination.
Termination does not affect a Party's accrued rights or obligations, or any right or obligation that by its nature survives, including sections 8, 10, 11, 14, 15 and 18.
Whether the Reseller (or its successor) retains any relationship with an End Customer after termination — sometimes called a "book of business" or "renewal tail" question — is a significant negotiated point, particularly for subscription or recurring-revenue Products/Services. Confirm the Parties' intention and set it out expressly in Schedule C rather than leaving it to this default.
Check the surviving-section list against the final numbering after optional clauses are deleted.
Notices
Notices under this Agreement must be in writing and sent to the address set out above, or to any other address a Party notifies in writing. Notice is deemed received on delivery if delivered personally, on the next business day if sent by email before 5:00 p.m. local time in the recipient's jurisdiction, and [Number] business days after mailing if sent by prepaid mail.
Dispute Resolution
The Parties will attempt in good faith to resolve any dispute by negotiation between representatives with authority to settle, within [Number] days of written notice of the dispute.
If negotiation does not resolve the dispute, the Parties will refer it to mediation in [City, Province] before a single mediator agreed between them.
Include for binding arbitration instead of the courts: Any dispute not resolved under sections 20.1 and 20.2 will be finally resolved by arbitration before a single arbitrator seated in [City, Province], under [Arbitration Rules]. The award is final and binding.
Include this section if a staged process is wanted. Otherwise delete and rely on clause 21.1.
Arbitration is governed by provincial arbitration legislation. Confirm the applicable statute and any mandatory requirements for the chosen seat before including clause 20.3.
General
This Agreement is governed by the laws of the Province of [Province] and the federal laws of Canada applicable in that province. The Parties attorn to the exclusive jurisdiction of the courts of that province.
Insert one of the common-law provinces or territories. This template is not drafted for Quebec.
This Agreement, together with its Schedules, is the entire agreement between the Parties and supersedes all prior discussions and agreements relating to its subject matter.
No amendment is effective unless in writing and signed by both Parties.
Neither Party may assign this Agreement without the other's prior written consent, except that either Party may assign it to a successor of all or substantially all of its business.
A failure or delay in exercising a right is not a waiver of that right.
If any provision is held unenforceable, it is severed and the remainder continues in force.
This Agreement may be executed in counterparts and delivered electronically, each of which is an original and all of which together form one agreement.
IN WITNESS WHEREOF the Parties have executed this Agreement as of the date first written above.
[Principal Legal Name] | [Reseller Legal Name] |
Per: ______________________ | Per: ______________________ |
Name: [Name] | Name: [Name] |
Title: [Title] | Title: [Title] |
I have authority to bind the Principal. | I have authority to bind the Reseller. |
Schedule A — Products/Services
Describe the Products/Services with enough specificity that a third party could identify what is, and is not, covered by this Agreement.
# | Product/Service | Description | List price (if Option B) |
1 | [Product/Service] | [Description] | [Amount] |
2 | [Product/Service] | [Description] | [Amount] |
Schedule B — Territory and Exclusivity
Territory: [Describe the Territory — e.g., named provinces, all of Canada, or a defined vertical/customer segment]
Basis of appointment: [Exclusive / Sole / Non-exclusive] (carry forward the choice made in section 2.1)
Role: [Option A — Referral / Agency / Option B — Reseller of Record] (carry forward the choice made in section 3)
Carve-outs (if any): [Describe any customers, channels (e.g., the Principal's own direct sales) or accounts the appointment does not cover]
Schedule C — Commission / Pricing Schedule
Complete the part that matches the Option chosen in section 3. Delete the other part.
Part 1 — Commission schedule (Option A)
Tier / Product | Commission rate |
[Tier or Product] | [Percentage]% |
Post-termination commission (if any): [Describe whether commission continues on End Customer renewals or payments after termination, and for how long, or state "None" — see the drafting note at section 18.2]
Part 2 — Reseller pricing (Option B)
[Set out the price the Principal charges the Reseller for each Product/Service, or attach a separate price list and reference it here]
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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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