A SaaS (Software as a Service) Software Reseller Agreement is a formal contract between a software company (the “Company”) that provides SaaS products and a third party (the “Reseller”) that markets, promotes, and sells these products to end users.
This agreement outlines the terms and conditions under which the Reseller is authorized to distribute the SaaS offerings, including their responsibilities, the Company’s obligations, pricing structures, and other relevant details.
Critical Components of a SaaS Software Reseller Agreement
- Definitions:
- This amendment clarifies critical terms used in the agreement, such as “Software,” “Services,” and “End User.”
- Appointment:
- Specifies that the Reseller is being granted the authority to sell the SaaS products, typically within a defined territory and under certain conditions.
- Reseller Obligations:
- Details the responsibilities of the Reseller, including marketing and promotion efforts, maintaining adequate product knowledge, and ensuring compliance with relevant laws.
- Company Obligations:
- Outlines the support the Company will provide to the Reseller, such as training, marketing materials, and technical support.
- Pricing and Payment:
- Describes the pricing model for the SaaS products and the payment terms, including any due dates and taxes.
- License Grant:
- Grants the Reseller a non-exclusive, non-transferable license to distribute the SaaS products.
- Intellectual Property:
- Confirms that the Company retains all intellectual property rights to the SaaS products.
- Confidentiality:
- Ensures that both parties will keep proprietary information confidential during and after the term of the agreement.
- Term and Termination:
- Specifies the duration of the agreement and conditions under which either party can terminate the contract, such as breach of terms or convenience.
- Limitation of Liability:
- Limits the liability of both parties, typically excluding indirect, incidental, or consequential damages.
- General Provisions:
- This includes miscellaneous legal terms such as governing law, the entire agreement clause, amendments, and assignment provisions.
Purpose and Benefits
The primary purpose of a SaaS Software Reseller Agreement is to formalize the relationship between the software provider and the reseller. This ensures both parties understand their roles, responsibilities, and the terms under which they operate. Benefits include:
- Clear Expectations: Both parties have a clear understanding of their duties and what is expected of them, reducing the likelihood of misunderstandings.
- Legal Protection: The agreement provides a legal framework that protects both the Company and the Reseller, especially concerning intellectual property and confidentiality.
- Business Growth: SaaS companies can expand their market reach and increase sales by leveraging resellers without being directly involved in every transaction.
In summary, a SaaS Software Reseller Agreement is essential for establishing a structured and legally sound partnership between a SaaS provider and a reseller, facilitating effective sales and distribution of software products.
SaaS Software Reseller Agreement Free
This SaaS Software Reseller Agreement (“Agreement”) is entered into as of the ___ day of ________, 20, by and between:
Company: [Your Company Name], a [State] corporation with its principal place of business at [Company Address] (“Company”),
and
Reseller: [Reseller Name], a [State] corporation with its principal place of business at [Reseller Address] (“Reseller”).
1. Definitions
- “Software” means the Company’s proprietary software products as listed in Exhibit A.
- “Services” means the SaaS services provided by the Company in connection with the Software.
- “End User” means any individual or entity that acquires the Software and Services from the Reseller.
2. Appointment
The Company appoints the Reseller, and the Reseller accepts the appointment, to act as a non-exclusive reseller of the Software and Services to End Users within the Territory specified in Exhibit B.
3. Reseller Obligations
- Marketing and Promotion: The reseller shall use its best efforts to market, promote, and sell the Software and Services.
- Training: The reseller shall maintain adequate knowledge of the Software and Services to provide effective sales and support.
- Compliance: The reseller shall comply with all applicable laws and regulations in performing its duties under this Agreement.
4. Company Obligations
- Support: The Company shall provide the Reseller with marketing materials, technical support, and training as reasonably requested.
- Updates: The Company shall provide the Reseller with updates and new releases of the Software as they become available.
5. Pricing and Payment
- Pricing: The Reseller shall pay the Company the prices set forth in Exhibit C for the Software and Services.
- Payment Terms: Payments are due within thirty (30) days from the date of invoice unless otherwise specified in Exhibit C.
- Taxes: The reseller is responsible for all taxes, duties, and charges imposed by any governmental authority on the resale of the Software and Services.
6. License Grant
The Company grants the Reseller a non-exclusive, non-transferable license to market, promote, and distribute the Software and Services to End Users within the Territory.
7. Intellectual Property
All intellectual property rights in and to the Software and Services are and shall remain the exclusive property of the Company. The reseller shall not remove any proprietary notices from the Software.
8. Confidentiality
Both parties agree to keep confidential all proprietary information disclosed by the other party during the term of this Agreement and for three (3) years thereafter.
9. Term and Termination
- Term: This Agreement shall commence on the Effective Date and continue for one (1) year unless terminated earlier.
- Termination for Convenience: Either party may terminate this Agreement for any reason with thirty (30) days’ written notice.
- Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party breaches any material term of this Agreement and fails to cure such breach within thirty (30) days of receiving notice.
10. Limitation of Liability
Neither party shall be liable to the other for any indirect, incidental, special, or consequential damages arising out of or related to this Agreement, even if advised of the possibility of such damages.
11. General Provisions
- Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of [State].
- Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral.
- Amendments: Any amendments to this Agreement must be in writing and signed by both parties.
- Assignment: The reseller shall not assign this Agreement without the Company’s prior written consent.
IN WITNESS WHEREOF, the parties hereto have executed this SaaS Software Reseller Agreement as of the Effective Date.
Company:
By: ________________________
Name: ______________________
Title: _______________________
Date: _______________________
Reseller:
By: ________________________
Name: ______________________
Title: _______________________
Date: _______________________
Exhibit A: Software
[List of Software]
Exhibit B: Territory
[Description of Territory]
Exhibit C: Pricing
[Pricing Details]
SaaS Reseller Commission Rates
Typical Commission Rates
- 20% to 30%: Common range for many SaaS products.
- 30% to 50%: For resellers providing extensive support and services.
- 10% to 20%: For established products with minimal additional services required.