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Reseller-agreement drafting

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SME Lawyers

Do not write this document yourself — DIY often results in expensive problems.
Have a lawyer review it and avoid misunderstandings, mistakes, and difficulties.

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  • Pay later after draft
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  • Available in Dutch and English

How does it work?
Our services include a free consultation, a draft document, a revision round, and a final document. We invoice after sending the draft document.

Experience with legal services for entrepreneurs since 2001
Lawyers and legal professionals.Direct contact with a specialist who thinks practically.
Fixed rates.Where possible, clarity regarding costs in advance.
Within 4 hoursWe respond quickly to your request.
  • We worked for, among others:
  • MKBjuristen.nl partner
  • MKBjuristen.nl partner
  • MKBjuristen.nl partner
  • MKBjuristen.nl partner

We worked for, among others:

An incorrect document often provides a false sense of security.
You think everything is taken care of, but only discover whether the document actually works during a conflict or claim.

1

Free intake

We discuss your company, the purpose of the document, and the key risks.

2

Draft or check

We draft a custom document or review your existing document legally.

3

Final version

You will receive a final version with instructions on correct usage.

Mr. Jaime Boogaers
Mr. Jaime Boogaers
Corporate Law
Attorney, 16 years of experience

In reseller relationships, it must be clear whether the reseller sells in their own name or merely acts as an intermediary. This determines who is the contracting party for the end customer, who provides support, who is liable, and who remains the owner of the customer relationship

  • For suppliers, software companies, SaaS providers, distributors, resellers, and channel partners
  • Attention to sales rights, margin, pricing, targets, exclusivity, and end customers
  • Trademark usage, support, licenses, payment, liability, data, and termination arranged
  • Practically applicable to SaaS, software, products, services, and channel sales

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Choose whether you want to have the document drafted, checked, or modified. Prices and options vary per document.

From 99
Customization
from 99.- per document

Do you already have a document, but are unsure if it is still correct? We check content, risks, and practical usability.

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Is your document outdated, copied, generated with AI, or no longer suitable? We check and adjust the document.

About us

Our expertise in reseller agreements

Our lawyers and in-house counsel assist suppliers, SaaS companies, software companies, distributors, resellers, and channel partners with reseller agreements, partner agreements, license terms, SaaS contracts, and privacy agreements. We examine roles, sales model, end customers, pricing, margin, targets, exclusivity, support, data, liability, and termination.

Custom solutions for your reseller channel

A reseller relationship for SaaS, software, products, white label sales, the IT channel, or value-added reselling does not require the same agreements. Therefore, we tailor the reseller agreement to the sales model, customer relationship, margin, support, data, and exit.

Our facts

  • Active since 2001
  • Lawyers and in-house counsel
  • Experience with corporate law, employment law, commercial cooperation, and contract law
  • Attention to practical operation, risks, and enforceability
  • Fixed rates in advance where possible
  • Customization
  • About us
from 99.- per document

Do you already have a document, but are unsure if it is still correct? We check content, risks, and practical usability.

  • Our legal expert spends 0.5 to 1.5 hours on the check
  • Telephone intake with a lawyer
  • Checks on content, risks, and practical usability
  • Attention to liability, payment, and termination
  • Concrete points for improvement and legal advice
  • Delivered within 3 working days, express delivery possible
from 249.- per document

Is your document outdated, copied, generated with AI, or no longer suitable? We check and adjust the document.

  • Our legal expert spends 1.5 to 2.5 hours checking and making adjustments
  • Telephone intake with a lawyer
  • Verification of the existing document
  • Adaptation to your business and working methods
  • Suitable for new services, customers, or risks
  • Delivered within 5 working days, express delivery possible

About us

Our expertise in reseller agreements

Our lawyers and in-house counsel assist suppliers, SaaS companies, software companies, distributors, resellers, and channel partners with reseller agreements, partner agreements, license terms, SaaS contracts, and privacy agreements. We examine roles, sales model, end customers, pricing, margin, targets, exclusivity, support, data, liability, and termination.

Custom solutions for your reseller channel

A reseller relationship for SaaS, software, products, white label sales, the IT channel, or value-added reselling does not require the same agreements. Therefore, we tailor the reseller agreement to the sales model, customer relationship, margin, support, data, and exit.

Our facts

  • Active since 2001
  • Lawyers and in-house counsel
  • Experience with corporate law, employment law, commercial cooperation, and contract law
  • Attention to practical operation, risks, and enforceability
  • Fixed rates in advance where possible

Reviews (21)

Jihane

We needed tailored legal advice quickly and received excellent assistance. We received a clear explanation of the risks. It is clear that they have a passion for entrepreneurship.

Femke

We had many questions, but these were answered patiently and promptly. The adjustments were logical and carefully incorporated. Everything was delivered neatly and on time.

Achraf

It was immediately a constructive and goal-oriented conversation. Additional questions were answered quickly. Our customers respond positively to the clear general terms and conditions.

Jeffrey

The approach was professional and personal. The draft was provided with helpful notes in the margin for clarification. The service was professional and personal.

Mick

No time was wasted on unnecessary formalities. The continuous thinking from the entrepreneur's perspective was a breath of fresh air. Everything was delivered neatly and on time.

Aya

Communication was direct and efficient, exactly what we were looking for. The language in the contract was modern and clear, without archaic terms. The quality fully met our expectations.

Pepijn

I received a call back within half an hour of my online request. The transparency during the writing process provided a great deal of peace of mind and clarity. These documents will undoubtedly save us a lot of headaches in the future.

Marco

I couldn't see the wood for the trees, but the first meeting immediately provided clarity. The documents were neatly formatted and delivered directly in our house style. Everything was delivered properly and on time.

Bert

Smooth communication and a clear proposal in the mailbox immediately. We greatly appreciated the pragmatic approach to resolving the bottlenecks. Our customers respond positively to the clear general terms and conditions.

Reda

The decisiveness during the first meeting was very pleasant. They immediately understood where the sensitivities lay within our collaboration. Our customers are responding positively to the clear general terms and conditions.

Koen

Quick response and clear explanation. It was nice that they didn't charge by the hour for a simple extra question. Our business partners were impressed by the professionalism of the contracts.

Abdel

The approachability of this firm is a real plus. The lawyer managed to strike exactly the right balance between legal precision and readability. The document was accepted flawlessly by our investors.

Tarik

The lawyer immediately asked the right, critical questions. The document contained handy fill-in fields for future use, making it highly reusable. Everything was delivered neatly and on time.

Floor

We had immediate confidence in the team's expertise. They managed to forge an extremely complex joint venture agreement in a short timeframe. The quality fully met our expectations.

Adil

It was immediately clear which steps we needed to follow. It was very pleasant that we could review the drafts digitally and quickly. Our customers are responding positively to the clear general terms and conditions.

Mehmet

The lawyer took the time to explain everything thoroughly. The advice was not only legally sound but also practically feasible in daily practice. The document was flawlessly accepted by our investors.

Lucas

The clear explanation at the start of the project was crucial for us. The telephone consultation regarding the final details provided just that little bit of extra confidence. These documents will undoubtedly save us a lot of headaches in the future.

Nora

It was a relief to be helped so quickly. We received excellent advice regarding the division of intellectual property rights. The service was professional and personal.

Maud

Excellent communication and a carefully drafted document. We were given tight deadlines that were fortunately met well by both sides. The final result aligns 100% with our high standards.

Remco

My application via the website was picked up super fast. The personal involvement made us feel truly supported. These documents will undoubtedly save us a lot of headaches in the future.

Sander

Things moved quickly and the work was carried out meticulously. We found the telephone intake particularly valuable. Our business partners were impressed by the professionalism of the contracts.

Meet our office

Our ContractCheck, simply explained what can all go wrong.

Why MKB Juristen?

Since 2001, we have been active as a no-nonsense legal firm for entrepreneurs. We quickly get to the heart of the matter: with a thorough assessment, clear answers, and a document that works practically.

  • Nationwide coverage
  • First consultation free and without obligation
  • Fixed rates where possible
  • Affordable legal advice from lawyers and legal experts
  • Always a response within 4 hours

First, see how we work

A legal document requires trust. You see immediately who we are, how we help entrepreneurs, and why we do not work with standard templates.

  • You can view our working method before submitting an application
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  • The video supports the choice for customized legal solutions
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What you can expect from us

We translate your situation into a legal document that you can actually use. You won't receive a loose template, but a document tailored to your business, agreements, and risks.

  • A clear roadmap: intake, concept, revision round, and final version
  • Practical explanation on how to use the document
  • Legal attention to liability, payment, and termination
  • Where possible, provide clarity in advance regarding price and delivery time
Are you unsure whether you should have the document drafted, checked, or amended?
During the initial consultation, we will determine the sensible course of action together. Afterward, you will know exactly where you stand.

Why customization?

A legal document only works well if it aligns with your business, agreements, risks, and industry. That is why we do not work with a standard generator, but with legal experts who assess your situation.

  • Prepared for your company
  • Telephone consultation included
  • No standard template
  • Review by legal specialists

What do you get?

You will receive a legal document that is practical and aligns with the agreements you wish to make.

  • Draft document or legal review
  • One adjustment round
  • Clear explanation where necessary
  • Fixed price where possible

The founders of MKB Juristen

Our organization consists of several small teams working within various legal fields. Each legal field has its own senior in-house counsel and/or lawyers.

Denian Wielhouwer

Corporate lawyer in corporate law & business expert

Denian Wielhouwer

Annelore Hendriks

Corporate lawyer, corporate law, administrative law

Annelore Hendriks

Ilja van Driel

Corporate law attorney, employment law

Ilja van Driel

Jaime Boogaers

Corporate law, ICT & privacy law, energy law attorney

Jaime Boogaers
Custom choices

Which choices determine the content?

The content of your reseller agreement depends on a few key choices. These questions help you choose the right provisions.

Choice or question Why this matters legally
Will the reseller be exclusive or non-exclusive? With exclusivity, you grant the reseller the sole right in an area or market; with non-exclusivity, you can have multiple resellers or sell directly yourself.
Is the reseller allowed to determine their own selling price? You may provide a recommended retail price, but you may not impose a fixed or minimum resale price; this is prohibited in principle under competition law.
Does the reseller sell in their own name and risk or as an intermediary? A reseller buys and resells in their own name and at their own risk; an agent acts as an intermediary on your behalf. This distinction determines the type of agreement.
Are there any purchase or revenue targets? With minimum purchase or revenue targets, you steer towards results, but then also define what happens if targets are not met.
How do you handle customers and data after termination? Determine in advance who retains the customer relationship and whether the reseller may keep customer personal data or must return it.
Clauses and provisions

Which elements belong in a reseller agreement?

A good reseller agreement not only describes what the reseller is allowed to sell, but also regulates price, territory, brand usage, duration, and what happens upon termination. Below are the components that belong in virtually every reseller agreement and when you should pay extra attention to them.

Provision Relevant to Legal point of attention
Description of products or services Always Specify which products or services the reseller is allowed to resell and, if applicable, which are not.
Purchase price, margin and pricing Always Determine the purchase price or discount and whether the reseller is free to set their selling price; ensure that you do not impose a fixed resale price (prohibition of vertical price fixing).
Territory and exclusivity Under area agreements Determine whether the reseller is exclusive or non-exclusive and for which territory or customer group this applies.
Use of trademark and trade name In case of trademark use Regulate whether and how the reseller may use your brand, logo, and trade name in its sales and marketing.
Term and termination Always Determine whether the agreement is for a fixed or indefinite period and the notice period that both parties shall observe.
Obligations of the reseller For assessment targets Establish any minimum purchase requirements, stock or effort obligations, and service levels.
Liability and warranties Always Determine who is liable to the end customer and which warranties apply to the products.
Consequences of termination Always Agree on what happens to inventory, current customers, brand usage, and any customer data after termination.
Use in practice

How do you use this document correctly?

A reseller agreement only works if both parties are aware of, sign, and comply with it. Follow these steps to properly implement the document.

Situation What should you do? Point of attention
Before the start of the collaboration Fill in the products, price, area, and duration concretely, and have both parties sign A signed agreement before commencement prevents disputes regarding what has been agreed upon.
With the expansion of the product range Document new products or areas in writing as an addition Verbal extensions are difficult to prove and lead to conflicts regarding what the reseller is allowed to sell.
During the collaboration Check whether the reseller adheres to trademark usage, pricing freedom, and agreements Timely intervention prevents brand damage and disputes regarding performance.
Upon termination Adhere to the notice period and settle inventory, customers, and brand usage in writing A written settlement prevents ambiguity regarding remaining stock, customers, and ongoing brand use.
Common mistakes

Common mistakes

In practice, we see the same mistakes recurring time and again in reseller agreements. Below are the most important ones, along with their consequences and how to avoid them.

Wrong Consequence Better approach
Imposing a fixed resale price Violation of competition law and risk of fines Provide at most a non-binding suggested retail price and let the reseller determine their own price.
Clearly describe exclusivity Conflict over territory, customers, or competing resellers Describe precisely whether the exclusivity applies and for which territory or customer group.
Do not regulate trademark usage The reseller is using your brand incorrectly or continues to do so after the fact Stipulate how and for how long the trademark may be used and that this ceases upon termination.
No agreements regarding termination Discussion regarding remaining stock, current customers, and data Arrange in advance what happens to inventory, customers, and customer data afterward.
Do not distribute liability towards the end customer Unexpected claims regarding defects or warranty Specify who is responsible to the end customer and which warranties apply.
Risk profile

What is your situation and what do you pay attention to?

Whether you are a supplier or a reseller, your role determines what you need to pay closest attention to. Do you recognize your situation below?

Risk profile Example Focus in the document
You are a supplier or producer You allow others to resell your products Pay attention to brand protection, the reseller's freedom to charge prices, and agreements regarding customers upon termination.
You are a reseller You buy to resell and want a workable margin Pay attention to your purchase price, exclusivity, notice period, and any purchase obligations.
International reseller The reseller sells abroad Pay attention to applicable law, territorial delimitation, and local rules regarding sales and warranties.
Reseller processes customer data The reseller registers end customers of your product Pay attention to agreements regarding who owns the customer data and whether a data processing agreement is required (Art. 28 GDPR).
Additional documents

When is this document not enough?

A reseller agreement covers the arrangements between the supplier and the reseller. Sometimes you need additional or different documents.

Situation Supplementary document Why
Situation Related document Explanation
You will collaborate structurally and on an equal footing Cooperation Agreement Suitable if the relationship extends beyond buying and resale and you establish joint goals and input.
You share confidential information with the reseller Confidentiality Agreement Protects price lists, customer data, and other sensitive information that you share during the collaboration.
The reseller processes personal data of customers Data Processing Agreement Required under the GDPR when the reseller processes personal data of end customers on your behalf (Art. 28 GDPR).
Explanation of this document

Drafting a reseller agreement, why?

Not every entrepreneur knows exactly what reseller agreements are, when they are needed, and which risks they must cover. Therefore, we explain below what this document entails, what to look out for, and why customized legal frameworks are important.

What is a reseller agreement?
A reseller agreement is the agreement whereby a supplier grants a reseller the right to resell its products or services to end customers. The reseller purchases from the supplier in its own name and for its own account and resells with its own margin. The reseller agreement regulates purchase prices, sales territories, marketing obligations, service obligations towards end customers, and the termination clause. In the software and IT sector, the reseller agreement is the most widely used distribution structure: a software supplier distributes its licenses via a network of resellers who incorporate the software into their own service portfolio. The reseller agreement differs from the agency agreement in that the reseller acts in its own name, not as a representative of the supplier. Our lawyers draft a reseller agreement for you that correctly establishes resale margins, respects the antitrust requirements of the SG&E, correctly passes on sublicensing rights for software, and formulates the termination clause in the event of underperformance.
How do you regulate pricing and margins in the reseller agreement?
Purchase prices and margins form the commercial core of the reseller agreement. The supplier typically applies a partner discount on the list price — the reseller discount. Your agreement must specify how this discount is structured: is it a fixed discount, or does the discount scale based on volume purchases? A particular point of attention regarding competition law: the supplier may not impose minimum selling prices on the reseller — this is resale price maintenance (RPM) and a hardcore restriction under the European Vertical Block Exemption (CPR 2022/720). Recommended selling prices are permitted provided they are genuinely non-binding. Your reseller agreement must also set out the procedure for price changes: within what timeframe does the supplier announce price increases, and is the reseller entitled to a run-off period on the old price for ongoing quotations? Our lawyers draft a pricing clause that is commercially correct and compliant with competition law.
How do you arrange the onward delivery of software licenses under a software reseller agreement?
In software reseller agreements, the supplier grants the reseller the right to resell licenses to end customers. The reseller grants sublicenses—he holds a license himself and passes on a part of it. The reseller agreement must specify the terms of the sublicense: the reseller may only grant sublicenses under the same conditions as his own license from the supplier. The end customer becomes a licensee of the supplier via the reseller. A particular point of attention: liability for software errors or infringement of third-party intellectual property must be traced back to the supplier via an indemnification clause. Our lawyers draft a sublicense structure that closes the chain of liability.
How does it work at MKBjuristen?
After a brief intake, our lawyers draft a reseller agreement that correctly establishes margins, respects antitrust requirements, correctly passes on sublicensing rights, and formulates the termination arrangement in the event of underperformance.
Are you unsure whether your document is legally correct? We would be happy to assess the sensible course of action: drafting, reviewing, or amending.
Request a quote

Why not use a standard document?

A standard document often seems like a quick solution, but usually does not fully align with your company, agreements, risks, and way of working. Our legal experts draft documents that fit your situation.

Standard document
SME Lawyers
Not tailored to your business
Tailored to your company, industry, and working methods
No control over your specific situation
Consultation with a lawyer and assessment of your risks
Possibly outdated or incomplete
Verification of current and practical provisions
No personal explanation
Explanation regarding the use of the document

A standard document seems cheap, until it doesn't fit your situation properly. That is why we provide custom legal solutions tailored to your business.

Customization per reseller model

Not every reseller sells in the same way. Therefore, we do not make reseller agreements generic, but tailored to the channel, customer relationship, licenses, and commercial risks.

SaaS reseller

Attention to subscriptions, end-customer terms and conditions, data, support, renewals, and termination.

Software reseller

Focus on licenses, sublicensing, updates, support, IP, and liability.

Product reseller

Attention to stock, delivery, warranty, returns, brand usage, and payment.

White label

Attention to brand, customer contract, support, liability, data, and non-competition.

Exclusive reseller

Attention to territory, targets, evaluation, minimum turnover, and loss of exclusivity.

Value added reseller

Focus on implementation, consultancy, support, IP, customer relations, and responsibility.


A reseller agreement must clearly divide the end-customer relationship and channel responsibilities. Therefore, we look at role, sales territory, pricing, margin, targets, end-customer terms, support, brand usage, data, liability, and termination.

Common mistakes in reseller agreements

In reseller relationships, things often go wrong because commercial growth outpaces the legal agreements.

  • Do not determine whether the reseller sells in its own name or on behalf of the supplier
  • Do not apply end-customer terms, license terms, or SaaS terms
  • Granting exclusivity without targets, timeframe, or evaluation
  • Formulating pricing policy incorrectly from a competition law perspective
  • Do not divide support, service levels, and escalation
  • Forgotten customer data, privacy roles, and data usage
  • Insufficient monitoring of brand usage, marketing claims, and domains
  • Do not include an exit arrangement for customers, renewals, inventory, and outstanding amounts

Draft your reseller agreement properly and prevent unnecessary problems in the future. Good agreements prevent disputes regarding customers, margins, support, licenses, exclusivity, data, and termination.

What is a reseller agreement?

An agreement in which a supplier and a reseller make arrangements regarding the resale of products, software, SaaS, or services.

What is the difference between a reseller and an agent?

A reseller often sells in their own name; an agent usually acts as an intermediary on behalf of a principal. The actual role is decisive.

Can a reseller obtain exclusivity?

Yes, but preferably link exclusivity to territory, duration, targets, and evaluation.

Who is responsible for support?

That depends on the agreement. Divide first line, second line, escalation, and costs concretely.

Can MKB Juristen review an existing reseller agreement?

Yes. We check, among other things, role allocation, margin, targets, end customers, support, privacy, liability, and termination.

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Annelore Hendriks

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SME Lawyers at the Chamber of Commerce Source: Chamber of Commerce 2019
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