Value Added Reseller Agreement Generator for Hong Kong

A Value Added Reseller Agreement lets businesses legally resell products after adding their own improvements or services. For example, a Hong Kong tech company might buy software, customize it for local markets, and then resell it to end customers with added features or support.

Under Hong Kong contract law, these agreements protect both parties by clearly defining how the reseller can modify and market the original product, set pricing terms, and handle intellectual property rights. They're especially common in the technology, electronics, and software sectors, where local expertise and customization add significant value to imported products.

Use a Value Added Reseller Agreement when you plan to enhance and resell another company's products in Hong Kong. For instance, if you're adding local language support to foreign software, bundling hardware with specialized services, or customizing imported equipment for specific industries, this agreement protects your business relationships and intellectual property.

The timing is crucial - put this agreement in place before you start modifying or marketing the original product. Hong Kong's intellectual property laws make this especially important for technology and software companies, where clear documentation of modification rights and distribution terms helps prevent costly disputes later.

• Software License Reseller Agreement: Specifically designed for software distribution, covering digital rights management, version control, and technical support obligations. Common in Hong Kong's tech sector for both local and international software sales.
• Single-Product VAR Agreement: Focuses on one product line, with detailed specifications about permitted modifications and target markets.
• Multi-Product Framework: Covers multiple product lines under one master agreement, with schedules for each product's specific terms.
• Territory-Based Agreement: Limits resale rights to specific regions within Asia, often used by Hong Kong distributors serving mainland China and Southeast Asia.

• Original Product Manufacturers: Usually international companies who create the base products and grant modification rights to Hong Kong resellers
• Value Added Resellers: Local businesses that enhance products with features, services, or customizations before reselling
• Corporate Legal Teams: Draft and review agreements to ensure compliance with Hong Kong IP laws and trade regulations
• Technology Consultants: Advise on technical aspects of product modifications and integration capabilities
• End Customers: Business clients who purchase the enhanced products, protected by warranty and support terms

• Product Details: Document the original product specifications, planned modifications, and technical requirements
• Pricing Structure: Outline wholesale costs, markup allowances, and payment terms that comply with Hong Kong trade regulations
• Territory Rights: Map out specific geographical areas for distribution and any regional restrictions
• IP Documentation: Gather certificates of original ownership and planned modification rights
• Support Terms: Define maintenance responsibilities, warranty coverage, and customer service obligations
• Performance Metrics: Set clear sales targets, quality standards, and reporting requirements

• Party Details: Full legal names, registration numbers, and authorized representatives of both manufacturer and reseller
• Product Scope: Detailed description of original products and permitted modifications under Hong Kong IP laws
• Territory Rights: Specific geographical boundaries and any exclusive distribution zones
• Financial Terms: Pricing structure, payment schedules, and currency specifications
• IP Protection: Clear ownership rights, modification limits, and confidentiality obligations
• Termination Clauses: Exit conditions, notice periods, and post-termination obligations
• Dispute Resolution: Hong Kong jurisdiction clause and arbitration procedures

A Value Added Reseller Agreement differs significantly from an Agency Agreement, though both involve selling products in Hong Kong. Here are the key distinctions:

• Product Ownership: VARs purchase products outright and resell them after modifications, while agents never own the products they sell
• Modification Rights: VARs have explicit rights to enhance or customize products; agents must sell items as-is
• Pricing Control: VARs set their own prices and profit margins, while agents typically work on commission with manufacturer-set prices
• Legal Liability: VARs assume responsibility for product modifications and customer support, whereas agents represent the manufacturer directly
• Business Model: VARs create new value through product enhancement, while agents focus purely on sales and distribution channels