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Value Added Reseller Agreement
I need a Value Added Reseller Agreement for a technology company that will allow a reseller to market and sell our software products within the UAE. The agreement should include terms for pricing, payment schedules, marketing support, and a clause for termination with a 30-day notice period.
What is a Value Added Reseller Agreement?
A Value Added Reseller Agreement lets companies legally resell products after adding their own enhancements or services. In the UAE, these agreements are especially common in tech and software sectors, where local firms customize international products for Arabic-speaking markets or add region-specific features.
Under UAE commercial law, the agreement specifies crucial elements like pricing structures, territory rights, and intellectual property protection. It differs from standard distribution contracts because the reseller actively transforms or enhances the original product, often through integration, customization, or bundling with other services - making it more valuable for end users in the Emirates and wider GCC region.
When should you use a Value Added Reseller Agreement?
Consider using a Value Added Reseller Agreement when you're planning to enhance and resell another company's products in the UAE market. This is particularly relevant for tech companies that add Arabic language support, integrate local payment systems, or customize software for UAE business requirements.
The agreement becomes essential before starting any product modifications or market entry. UAE commercial regulations require clear documentation of intellectual property rights, revenue sharing, and territorial exclusivity. This protection helps avoid disputes over customer ownership, modification rights, and profit margins - especially important in the UAE's competitive technology and software sectors.
What are the different types of Value Added Reseller Agreement?
- Reseller Software License: Focuses specifically on software distribution rights in the UAE, with detailed terms for technical support, updates, and Arabic localization requirements
- Software License Reseller Agreement: Broader in scope, covering both software and associated services, including comprehensive provisions for value-added customization, training programs, and integration services under UAE commercial law
Who should typically use a Value Added Reseller Agreement?
- Original Product Manufacturers: Usually international tech companies or software developers who grant rights to UAE-based resellers to modify and distribute their products
- Value-Added Resellers: UAE companies that enhance products through localization, integration, or bundling with additional services
- Corporate Legal Teams: Draft and review agreements to ensure compliance with UAE commercial laws and intellectual property regulations
- End Users: UAE businesses or consumers who purchase the enhanced products, protected by local consumer protection laws
- Technology Consultants: Advise on technical specifications and integration requirements within the UAE market
How do you write a Value Added Reseller Agreement?
- Product Details: Document exact specifications of original products and planned enhancements for UAE market
- Territory Rights: Define specific geographic areas within UAE and GCC where reselling is permitted
- Pricing Structure: Outline both purchase costs and permitted resale pricing ranges in local currency
- Technical Requirements: List all necessary Arabic language support, local payment integrations, and UAE-specific features
- Legal Compliance: Verify alignment with UAE commercial laws and intellectual property regulations
- Support Terms: Specify maintenance, update responsibilities, and customer service obligations under UAE standards
What should be included in a Value Added Reseller Agreement?
- Parties & Scope: Clear identification of all parties and detailed description of products and value-added services
- Territory Rights: Explicit definition of authorized sales regions within UAE and GCC countries
- Payment Terms: Pricing structure, commission rates, and payment schedules in UAE dirhams
- IP Protection: Provisions for intellectual property rights under UAE Federal Law No. 7
- Compliance Clauses: Adherence to UAE commercial regulations and consumer protection laws
- Termination Terms: Clear conditions for agreement termination and post-termination obligations
- Dispute Resolution: Specification of UAE courts' jurisdiction and applicable Emirates law
What's the difference between a Value Added Reseller Agreement and a Broker Agreement?
A Value Added Reseller Agreement differs significantly from a Broker Agreement in several key aspects under UAE commercial law. While both involve intermediary business relationships, their roles and responsibilities are quite distinct.
- Product Modification: VARs actively enhance or customize products before resale, while brokers simply connect buyers and sellers without altering the product
- Revenue Model: VARs generate profit from markup on enhanced products, whereas brokers earn commission on transactions
- Legal Obligations: VARs take ownership of products and bear liability for modifications under UAE consumer protection laws; brokers don't take possession or liability
- Intellectual Property: VARs need explicit rights to modify and customize products, while brokers don't require IP rights
- Customer Relationship: VARs maintain ongoing relationships with end users, providing support and updates; brokers typically conclude their role after the transaction
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