THIS AGREEMENT is hereby entered into on this ………………day of …….……………. Two Thousand and ……………………………


  1. XXX Corporation, with its principal place of business at [Address] hereinafter referred to as (“XXX”),


  1. [Reseller Company Name], with its principal place of business at [Address] hereinafter referred to as (“Reseller”), Collectively referred to as the (“Parties.”)


WHEREAS, XXX is a provider of phones and phone services with expertise in the field of telecommunications.

WHEREAS, Reseller is engaged in the business of technology sales and seeks to expand its product offerings to include phones and phone services.

WHEREAS, XXX is willing to grant Reseller the authorization to resell its products under the terms and conditions set forth in this Agreement.

WHEREAS, Reseller acknowledges its desire to exclusively resell XXX products and services and agrees to adhere to the terms and conditions outlined herein.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and for other good and valuable consideration, the Parties hereto agree as follows:


3.1 XXX agrees to allow Reseller to resell its phones and phone services under the terms and conditions set forth in this Agreement.

  1. TERM:

4.1 This Agreement shall commence on the Effective Date and automatically renew on an annual basis unless terminated earlier in accordance with the provisions herein.


5.1. Authorization to Resell: XXX hereby grants Reseller the non-exclusive right to market, promote, and resell XXX phones and phone services (collectively referred to as “Products”) to end customers in accordance with the terms and conditions of this Agreement.

5.2. Compatible Phones: Reseller agrees to only resell phones that are compatible with XXX networks, specifically XXX, Polycom, and Cisco models, as provided by XXX

5.3. Non-Compete Clause: Reseller acknowledges and agrees not to resell any products that are in direct competition with XXX phones and services during the term of this Agreement.


6.1. Service Quality: Reseller shall provide high-quality services to its customers in a professional and ethical manner, adhering to the highest industry standards and practices.

6.2. Customer Support: Reseller shall establish and maintain efficient customer support services, ensuring timely response and resolution of customer queries and issues.

6.3. Ethical Conduct: Reseller shall conduct its business in an ethical and lawful manner, refraining from engaging in fraudulent, misleading, or deceptive practices.

6.4. Pricing: Reseller shall price the Products in a fair and reasonable manner, avoiding overcharging customers.


7.1. Commission: For each sale of XXX Products made by Reseller, XXX shall pay Reseller a commission of [Commission Percentage]% on the net revenue generated from the sale.

7.2. Payment: Commission payments shall be calculated and disbursed [Frequency of Payments] following the end of each payment period, in accordance with the defined payment terms.


8.1. Exclusivity Clause: During the term of this Agreement, Reseller shall exclusively promote and sell XXX Products and shall not engage in reselling any products that are directly competitive with XXX offerings.

8.2. Breach of Exclusivity: Reseller acknowledges that any breach of the exclusivity clause shall be considered a material breach of this Agreement, subject to termination by XXX


9.1. Confidential Information: Both Parties agree to maintain the confidentiality of all proprietary and confidential information exchanged during the course of this Agreement, including but not limited to pricing, customer data, and business strategies.

9.2. Non-Disclosure: Reseller shall not disclose, use, or reproduce any confidential information provided by XXX for any purpose other than fulfilling its obligations under this Agreement.


10.1 In the event that either Party (the “Defaulting Party”) fails to fulfill any of its obligations under this Agreement, it shall be considered a breach of contract. Such breach shall entitle the non-defaulting Party (the “Non-Defaulting Party”) to seek remedies and recourse as provided in this section.

10.2 Remedies:

10.2.1 Monetary Damages: In the event of a material breach by the Defaulting Party, the Non-Defaulting Party shall be entitled to seek monetary damages equal to the actual financial losses incurred as a direct result of the breach.

10.2.2 Specific Performance: In addition to or in lieu of monetary damages, the Non-Defaulting Party may seek specific performance, whereby the Defaulting Party may be compelled by a court to fulfill its obligations as outlined in this Agreement.

10.3.3 Termination: The Non-Defaulting Party may have the right to terminate this Agreement upon written notice to the Defaulting Party if the breach is not cured within a specified period as detailed in the “Notice of Breach and Cure” section.


11.1. Termination for Cause: XXX  reserves the right to terminate this Agreement immediately, without prior notice, in the event of any of the following:

11.1.1. Acting in Bad Faith: If Reseller is found to be acting in bad faith towards mutual clients, engaging in unethical business practices, or intentionally causing harm to XXX  reputation or its customers.

11.1.2. Sale of Competitor’s Phone Service: If Reseller directly or indirectly engages in the promotion, sale, or reselling of any phone services offered by XXX competitors, during the term of this Agreement.

11.1.3. Breach of Exclusivity Clause: If Reseller breaches the exclusivity clause mentioned in Section 5 of this Agreement by reselling products directly competitive with XXX offerings.

11.2. Termination Notice: XXX shall provide written notice to Reseller specifying the grounds for termination, and such termination shall be effective immediately upon receipt of such notice.

11.3. Effects of Termination: Upon termination:

11.3.1. Reseller shall immediately cease all promotion, sale, and reselling of XXX Products and shall remove all marketing materials related to XXX

11.3.2. Any outstanding commission payments to Reseller shall be settled as per the terms outlined in Section 7 of this Agreement.

11.3.3. Reseller shall return any confidential information or proprietary materials of XXX in its possession.

11.4. No Liability for Termination: Termination under this clause shall not relieve Reseller from any liability or obligations that accrued prior to the termination date.


12.1 Ownership: All intellectual property rights, including trademarks and logos, associated with XXX Corporation (“XXX”) products and services remain the exclusive property of XXX

12.2 Permitted Use: Reseller is granted a non-exclusive, non-transferable right to use XXX  intellectual property solely for promoting and reselling XXX products and services.

12.3 Restrictions: Reseller shall not modify, reproduce, or misuse XXX  intellectual property in a way that damages its brand or reputation.

12.4 Enforcement: XXX reserves the right to take legal action against unauthorized use or infringement, and Reseller shall cease using the intellectual property upon termination.


13.1. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of XXX, without regard to its conflict of law principles.

13.2. Jurisdiction: Any legal action or proceeding arising under or in connection with this Agreement shall be brought exclusively in the courts of Visalia, California, and the parties submit to such jurisdiction.


14.1 Any dispute, controversy, or claim arising out of or relating to this Agreement, including its formation, interpretation, breach, termination, validity, or enforceability, shall be resolved through litigation in the courts of Visalia, California. The Parties hereby submit to the exclusive jurisdiction of the state and federal courts located in Visalia, California, waiving any objections to personal jurisdiction or venue. The prevailing party in any such litigation shall be entitled to recover its reasonable attorneys’ fees and costs incurred in connection with the litigation.

14.2 However, the Parties agree that before initiating litigation, they shall engage in good faith negotiations for a period of [Negotiation Period] days. If such negotiations fail to resolve the dispute, the Parties may proceed with litigation. Nothing in this clause shall limit either Party’s right to seek injunctive relief or any other equitable remedies from a court of competent jurisdiction.


15.1 This Agreement constitutes the entire understanding between the parties and supersedes any prior agreements or understandings.


16.1 Any amendment to this Agreement must be made in writing and signed by both parties.

16.2 The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of that provision.


17.1 If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

Signed by or on behalf of:


XXX                                         RESELLER

NAME:                                                           NAME:

XXX CORPORATION                       __________________________

SIGNATURE:                                                   SIGNATURE:

____________________________                    ___________________________

DATE:                                                            DATE:

____________________________                    ___________________________



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