SaaS Software Reseller Agreement Checklist For Success 2023

Anant Gupta
19 Min Read
- Advertisement -

Are you contemplating becoming a software reseller, but concerned about navigating the intricacies of a SaaS Software Reseller Agreement? A reseller agreement is vital to maintain clear understandings between all parties and to preemptively address potential business conflicts.

In this blog post, we will be providing an in-depth checklist for drafting a successful SaaS Software Reseller Agreement that safeguards your interests. Get ready as we untangle this complex process making it easier than ever!

What is a SaaS Software Reseller Agreement?

A SaaS Software Reseller Agreement is a legal contract that defines the terms and conditions between parties involved in reselling software as a service. It outlines the responsibilities, rights, and obligations of the agent, sales representative, and reseller in distributing and selling the software to end-users.

This agreement is crucial for establishing clear guidelines to ensure a successful partnership between the parties involved.

Definition and importance

A SaaS software reseller agreement is a big deal. It means the person who owns the software lets another one sell it. This contract helps protect both sides. The seller can make money from selling the software, and the owner gets a cut too.

Plus, this kind of deal has clear rules for everyone to follow. So, when you own a company or work as a reseller, knowing about these agreements is very important for your success!

Parties involved (Agent, Sales representative, Reseller)

The SaaS software reseller agreement involves different parties, including:

  • Agent: A person or company that acts as an intermediary between the software owner and the reseller. They facilitate the agreement and handle negotiations.
  • Sales representative: An individual responsible for selling the software to customers on behalf of the reseller or agent.
  • Reseller: The party who obtains the rights to sell the software to end customers. They enter into a contract with the software owner and are responsible for marketing and distribution.

Key Elements of a Successful Reseller Agreement

The key elements of a successful reseller agreement include the applicable law, ownership terms, intellectual property rights, payment terms, software maintenance and updates, and additional services.

Applicable law

The applicable law section in a software reseller agreement is important because it determines which laws will govern the agreement. It ensures that both the software owner and the reseller understand their legal rights and obligations.

This section clarifies which jurisdiction’s laws will be applied if any disputes arise. It is essential to include this information to avoid potential misunderstandings or conflicts down the line.

Ownership terms (exclusive vs. non-exclusive contracts)

An important element to consider in a SaaS software reseller agreement is the ownership terms, specifically whether the contract is exclusive or non-exclusive. In an exclusive contract, the reseller has sole rights to sell the software within a certain territory or market, while in a non-exclusive contract, multiple resellers can sell the software.

It’s crucial to clearly define these terms in the agreement to avoid any misunderstandings and conflicts later on.

Intellectual property rights

In a SaaS software reseller agreement, it is important to address the issue of intellectual property rights. This means protecting the ownership and control of the software being resold.

The agreement should specify who owns the intellectual property and how it can be used by the reseller. It should also outline any restrictions or limitations on the use of the software to avoid any copyright infringement.

By including provisions for intellectual property rights in the agreement, both parties can ensure that their interests are protected and that there are no disputes regarding ownership or unauthorized use of the software.

Payment terms

In a software reseller agreement, the payment terms are an important aspect that should be clearly outlined. This includes specifying when and how the payments will be made for the sale and use of the software.

The agreement should also state any penalties or late fees for missed or delayed payments. It is crucial to have these payment terms defined to ensure a smooth financial arrangement between the software owner and the reseller.

Software maintenance and updates

A crucial aspect of a software reseller agreement is ensuring that it addresses the maintenance and updates of the software. This includes specifying who will be responsible for maintaining and updating the software, as well as how often these updates will occur.

The agreement should also outline any costs associated with these maintenance and update services. It is important to ensure that the software remains up-to-date to provide optimal performance and security for users.

By including clear provisions on software maintenance and updates in the reseller agreement, both parties can have a mutual understanding of their responsibilities in this regard.

Additional services

The SaaS Software Reseller Agreement should also address any additional services that the reseller will provide to customers. these services could include implementation assistance, training, technical support, and customization.

The agreement should clearly define the scope of these additional services and any associated fees or charges. Both parties need to have a clear understanding of what is included in these additional services to avoid misunderstandings or disputes later on.

By addressing these additional services in the agreement, agency owners and resellers can ensure that their partnership is well-defined and set up for success.

Drafting a Software Reseller Agreement

When drafting a Software Reseller Agreement, it is important to carefully outline the scope and duration of the agreement, define rights and obligations, specify payment terms and penalties, describe software features and functionality, address warranties and indemnities, include confidentiality provisions, establish termination provisions, determine applicable laws for dispute resolution, and cover any other relevant terms.


A SaaS Software Reseller Agreement is an important contract that agency owners and resellers need to understand. It involves the owner of software granting the reseller the rights to enter into contracts with third parties.

This agreement outlines the rights, obligations, and payment terms for selling and using the software. It also covers important aspects such as data privacy, confidentiality, and intellectual property rights.

Understanding the key elements of a successful reseller agreement is crucial for both parties involved to ensure a successful partnership.

Defining the scope and duration of the agreement

The scope and duration of a software reseller agreement are important factors to consider. The agreement should clearly state what the reseller is authorized to do with the software, such as selling or distributing it.

It should also specify the start and end dates of the contract, as well as any notice requirements for termination or renewal. This ensures that both parties understand their roles and responsibilities throughout the agreed-upon period.

Additionally, it helps avoid misunderstandings and potential disputes in the future.

Outlining rights, obligations, and exclusions

In a software reseller agreement, it is important to clearly outline the rights and obligations of both the software owner and the reseller. The agreement should specify what each party can do with the software and any limitations or restrictions that are in place.

It should also include any exclusions or exceptions to these rights and obligations. This helps to establish clear guidelines for how the software can be sold, used, and distributed by the reseller.

By outlining these details upfront, both parties can have a clear understanding of their roles and responsibilities within the agreement.

Payment terms and penalties

In a software reseller agreement, it’s important to clearly outline the payment terms and conditions. This includes specifying how much the reseller will be paid and when they will receive payment.

It should also address any penalties or late fees that may apply if payments are not made on time. Both parties should agree on these terms to avoid any misunderstandings or disputes later on.

By clearly defining the payment terms in the agreement, agency owners and resellers can ensure a smooth and transparent financial relationship throughout their partnership in selling SaaS software.

Penalties for non-compliance with payment terms can also be addressed in the agreement. If either party fails to meet their payment obligations, there may be consequences such as additional fees or even termination of the agreement.

Describing the software features and functionality

The software features and functionality are important aspects that should be clearly described in a SaaS reseller agreement. This section should provide a detailed overview of what the software does, how it works, and what benefits it offers to users.

It should explain any unique or innovative features that set the software apart from competitors. Additionally, it is crucial to outline any limitations or restrictions on the use of the software.

By describing these key details, agency owners and resellers can ensure that they have a clear understanding of what they are offering to their clients and customers.

Warranties and indemnities

A software reseller agreement should include warranties and indemnities. These protect both the software owner and the reseller in case of any issues or claims that may arise. Warranties are promises made by the software owner regarding the quality and functionality of the software.

Indemnities, on the other hand, provide protection to the reseller against any legal claims or liabilities related to the use or distribution of the software. It is important for both parties to clearly define these terms to minimize risks and ensure a successful partnership.

Confidentiality provisions

A software reseller agreement should include confidentiality provisions to protect sensitive information. These provisions ensure that both the software owner and the reseller keep any confidential information they receive during the agreement private and secure.

This can include details about the software, customer data, marketing strategies, and trade secrets. By including confidentiality provisions in the agreement, both parties are bound to maintain confidentiality even after the agreement ends.

This helps to safeguard valuable business information and maintain trust between the parties involved.

Termination provisions

The termination provisions in a SaaS software reseller agreement are important to understand. These provisions outline the conditions under which either party can end the agreement.

It’s crucial to have clear guidelines for termination to avoid any confusion or disputes. The agreement should specify the notice period required for termination or renewal, as well as any penalties or consequences for early termination.

By including these provisions in the agreement, both parties can protect themselves and ensure a smooth and fair process if either party decides to end the partnership.

Dispute resolution and applicable laws

In the event of any disputes or legal issues arising from the SaaS Software Reseller Agreement, it is important to have a clear process for resolution. The agreement should specify which jurisdiction’s laws will apply and how disputes will be resolved.

This can include options like arbitration or mediation to avoid costly litigation. By addressing this upfront in the agreement, both parties can have confidence that any conflicts will be handled fairly and efficiently, saving time and resources.

Other relevant terms

The software reseller agreement also needs to cover other important terms that are relevant for both the software owner and the reseller. These terms may include provisions related to exclusivity, territory restrictions, marketing and promotion responsibilities, product support and training requirements, dispute resolution procedures, non-compete clauses, and any special conditions or addenda specific to the agreement.

It is crucial for agency owners and resellers to carefully review these terms and ensure they are clearly defined to avoid any misunderstandings or conflicts down the line.

Protecting Intellectual Property Rights in a Reseller Agreement

Protecting intellectual property rights is crucial in a reseller agreement to safeguard the software’s unique features and functionalities.

Importance of IP protection

Protecting intellectual property (IP) is vital in a SaaS software reseller agreement. IP refers to the creations of the mind, like inventions, designs, or brand names. It’s important because it allows businesses to have control over their unique ideas and products.

By protecting IP rights in a reseller agreement, both the software owner and reseller can prevent unauthorized use or copying of their software. This ensures that their hard work and investment are not taken advantage of by others.

Additionally, protecting IP helps maintain trust among partners and customers, as they know they are using genuine and secure software. Taking steps to safeguard IP rights should be a priority when drafting a reseller agreement to ensure the success of all parties involved.

Steps to safeguard IP rights

To protect your intellectual property rights in a software reseller agreement, here are some important steps to follow:

  1. Clearly define the scope of the intellectual property: Ensure that the agreement specifies which aspects of the software are protected by intellectual property rights, such as copyrights or trademarks.
  2. Include restrictions on use: Specify any limitations on how the software can be used or distributed by the reseller. This can help prevent unauthorized copying or misuse of the software.
  3. Implement confidentiality provisions: Include provisions in the agreement that require the reseller to keep any confidential information about the software, its features, or trade secrets confidential.
  4. Use non-disclosure agreements (NDAs): Consider having both parties sign an NDA to further protect sensitive information and ensure it is not shared with third parties.
  5. Register your copyright or trademark: Take steps to officially register your intellectual property with the appropriate authorities to strengthen your legal protection and make enforcement easier if needed.
  6. Monitor and enforce your rights: Regularly monitor for unauthorized use or infringement of your intellectual property rights and take appropriate legal action if necessary.


In conclusion, a SaaS software reseller agreement is essential for success in the reseller business. By following a comprehensive checklist that covers key elements such as applicable law, ownership terms, payment terms, and intellectual property rights, resellers can protect themselves and their clients.

Drafting a well-defined agreement, protecting intellectual property rights, and ensuring clear communication between parties are crucial steps towards building a successful reseller partnership.


1. What is a SaaS Software Reseller Agreement Checklist For Success?

A SaaS Software Reseller Agreement Checklist For Success is a list of items to check in an agreement between the software producer and reseller for best results.

2. How can I make sure my SaaS reseller agreement is well done?

Using a software reseller agreement checklist or template can help you cover all important terms, details, and billing terms when drawing up your cloud software or labeling Saas agreements.

3. What should be part of my SaaS licensing arrangement?

Your licensing deal should include the distribution plan, partnership rules, sales contract, license rules, and details about commission payments as mentioned in the checklist for success.

4. Can I use this checklist if I am part of a Saas reseller program?

Yes! The checklist helps guide businesses on what to look out for in their program’s software-as-a-service (Saas) contracts.

5. Why is it good to have a White Label Software Agreement?

A White Label Software Agreement lets you sell computer programs under your business name. This type of deal gives you more control over the product being sold.

Share This Article
Founder @ GrowMeOrganic | GlideCampaign 🚀 - Helping Small and Medium-Sized Businesses Reach Their Full Potential
Leave a comment

Leave a Reply

Your email address will not be published. Required fields are marked *