Reseller Agreement for United Arab Emirates

Reseller Agreement Template for United Arab Emirates

A comprehensive legal agreement governed by UAE law that establishes and regulates the commercial relationship between a supplier/manufacturer and a reseller/distributor. The document outlines the terms and conditions for the resale of products or services in specified territories within or from the UAE, ensuring compliance with local commercial agency laws and regulations. It addresses key aspects including appointment terms, territory rights, pricing structures, performance requirements, intellectual property usage, and dispute resolution mechanisms, while incorporating specific provisions required under UAE commercial law.

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What is a Reseller Agreement?

This Reseller Agreement template is designed for use in the United Arab Emirates, addressing the specific requirements of UAE commercial law and agency regulations. The agreement is essential when a supplier wishes to appoint a reseller to distribute their products or services in defined territories, whether within the UAE or using the UAE as a regional hub. It carefully navigates UAE commercial agency laws, which provide significant protections to registered commercial agents, while establishing clear parameters for non-agency distribution relationships. The document includes provisions for territorial rights, performance requirements, pricing structures, and compliance with local regulations. This Reseller Agreement is particularly important in the UAE context as it helps parties avoid unintended creation of registered commercial agency relationships while maintaining effective distribution arrangements.

What sections should be included in a Reseller Agreement?

1. Parties: Identification of the supplier and reseller, including full legal names, registration numbers, and registered addresses

2. Background: Context of the agreement, brief description of the business relationship and parties' objectives

3. Definitions: Definitions of key terms used throughout the agreement

4. Appointment and Territory: Terms of reseller appointment, territory definition, and exclusivity/non-exclusivity provisions

5. Rights and Obligations of the Supplier: Supplier's commitments, including product supply, support, training, and marketing assistance

6. Rights and Obligations of the Reseller: Reseller's commitments, including sales targets, marketing efforts, customer service, and reporting requirements

7. Intellectual Property Rights: Protection and usage rights of trademarks, logos, and other IP

8. Ordering and Delivery: Process for placing orders, delivery terms, and logistics arrangements

9. Prices and Payment Terms: Pricing structure, payment terms, currency, and invoicing procedures

10. Term and Termination: Duration of agreement, renewal provisions, and termination circumstances

11. Confidentiality: Protection of confidential information and trade secrets

12. Warranties and Indemnities: Product warranties, service guarantees, and mutual indemnification provisions

13. Governing Law and Dispute Resolution: Applicable law and dispute resolution mechanisms compliant with UAE regulations

What sections are optional to include in a Reseller Agreement?

1. Marketing and Promotion: Detailed marketing obligations and cooperative advertising programs, used when specific marketing commitments are required

2. Training Requirements: Specific training obligations and certification requirements, included when products require technical expertise

3. After-Sales Service: Service and support obligations, included when reseller must provide maintenance or support

4. Non-Compete: Restrictions on competing activities, used when exclusivity arrangements are in place

5. Insurance: Insurance requirements and coverage obligations, included for high-value or high-risk products

6. Data Protection: Data handling and privacy requirements, included when personal data processing is involved

7. Minimum Purchase Requirements: Minimum order quantities or values, included when specific sales volumes are required

8. Export Control: Export restrictions and compliance requirements, included for products with export restrictions

What schedules should be included in a Reseller Agreement?

1. Schedule 1 - Products: List of products covered by the agreement, including specifications and prices

2. Schedule 2 - Territory: Detailed description of authorized sales territory, including any excluded areas

3. Schedule 3 - Minimum Performance Requirements: Sales targets, KPIs, and performance evaluation criteria

4. Schedule 4 - Commission Structure: Detailed pricing and commission calculations

5. Schedule 5 - Technical Requirements: Technical specifications and compliance requirements

6. Schedule 6 - Service Level Agreement: Support and service level commitments

7. Appendix A - Trademark Usage Guidelines: Guidelines for using supplier's trademarks and branding

8. Appendix B - Return and Warranty Procedures: Procedures for handling returns and warranty claims

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Publisher

Genie AI

Document Type

Agreement Contract

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Technology and Electronics

Consumer Goods

Automotive

Industrial Equipment

Healthcare and Medical Devices

Construction Materials

Fashion and Luxury Goods

Software and IT Services

Telecommunications

Food and Beverage

Relevant Teams

Legal

Sales

Commercial

Business Development

Operations

Compliance

Supply Chain

Partner Relations

Distribution

Channel Management

Relevant Roles

Chief Commercial Officer

Sales Director

Business Development Manager

Commercial Manager

Legal Counsel

Contracts Manager

Distribution Manager

Channel Manager

Regional Sales Manager

Compliance Officer

Chief Executive Officer

Operations Director

Supply Chain Manager

Partner Relations Manager

Industries
UAE Commercial Agency Law (Federal Law No. 18 of 1981): Regulates commercial agency relationships in the UAE, including registration requirements and protection of registered agents. Important to ensure the reseller agreement doesn't inadvertently create a commercial agency relationship.
UAE Commercial Transactions Law (Federal Law No. 18 of 1993): Governs commercial transactions and business relationships between parties, including basic contractual principles, obligations, and remedies.
UAE Competition Law (Federal Law No. 4 of 2012): Regulates anti-competitive practices and agreements, relevant for pricing and territory restrictions in reseller agreements.
UAE Consumer Protection Law (Federal Law No. 24 of 2006): Protects consumer rights and imposes obligations on sellers and service providers, which resellers must comply with.
UAE Trademark Law (Federal Law No. 37 of 1992): Protects trademark rights and regulates their use, important for brand protection and licensing provisions in reseller agreements.
UAE Electronic Transactions and Commerce Law (Federal Law No. 1 of 2006): Relevant if the reseller will engage in online sales or electronic commerce activities.
UAE Commercial Concealment Law (Federal Law No. 17 of 2004): Prohibits foreign entities from conducting business activities without proper licensing and local partnership, ensuring compliance with ownership requirements.
UAE VAT Law (Federal Decree-Law No. 8 of 2017): Governs Value Added Tax obligations, relevant for pricing and tax considerations in the reseller relationship.
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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