Reseller Agreement Template for Hong Kong

A comprehensive commercial agreement governed by Hong Kong law that establishes and regulates the relationship between a supplier and a reseller. The agreement sets out the terms under which the reseller may purchase, market, and sell the supplier's products within a defined territory. It addresses key aspects including appointment terms, pricing structures, intellectual property rights, performance obligations, and compliance with Hong Kong regulations. The document incorporates specific provisions reflecting Hong Kong's common law system and local commercial practices, while ensuring compliance with relevant ordinances including the Competition Ordinance and Sale of Goods Ordinance.

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What is a Reseller Agreement?

The Reseller Agreement is a crucial commercial document used when a supplier wishes to expand their distribution network through third-party resellers in the Hong Kong market. This agreement type is particularly relevant in Hong Kong's dynamic trading environment, where many international companies use local resellers to access both the Hong Kong market and nearby regions. The document comprehensively covers the appointment of the reseller, territory rights, pricing structures, minimum purchase commitments, marketing requirements, and compliance obligations. It must align with Hong Kong's legal framework, particularly the Competition Ordinance, Sale of Goods Ordinance, and relevant consumer protection laws. The agreement is essential for businesses looking to establish clear channels of distribution while maintaining control over their product representation and brand integrity in the market.

What sections should be included in a Reseller Agreement?

1. Parties: Identifies and provides full legal details of the supplier and reseller

2. Background: Sets out the context of the agreement, including the supplier's business, products, and desire to appoint reseller

3. Definitions: Defines key terms used throughout the agreement

4. Appointment and Territory: Establishes the reseller's appointment, whether exclusive or non-exclusive, and defines the territorial scope

5. Reseller Obligations: Details the core responsibilities and commitments of the reseller

6. Supplier Obligations: Outlines the supplier's commitments and support to the reseller

7. Ordering and Delivery: Specifies the process for ordering products and delivery terms

8. Prices and Payment: Details pricing structure, payment terms, and invoicing procedures

9. Intellectual Property Rights: Addresses the use of trademarks, branding, and other IP

10. Confidentiality: Protects confidential information exchanged between parties

11. Term and Termination: Specifies agreement duration and termination provisions

12. Post-Termination: Outlines obligations and rights after agreement termination

13. General Provisions: Contains standard boilerplate clauses including notices, assignment, and governing law

What sections are optional to include in a Reseller Agreement?

1. Performance Targets: Sets minimum purchase or sales targets, used when supplier wants to ensure minimum performance levels

2. Marketing and Promotion: Details marketing requirements and cost sharing, relevant for agreements where specific promotional activities are required

3. Training Requirements: Specifies training obligations for reseller staff, important for technical or complex products

4. Customer Support: Defines support responsibilities, necessary when reseller must provide after-sales service

5. Warranty Provisions: Details warranty terms and processes, important for products with specific warranty requirements

6. Insurance Requirements: Specifies required insurance coverage, relevant for high-value or high-risk products

7. Data Protection: Addresses personal data handling, necessary when customer data is processed

8. Anti-Corruption Compliance: Include for international sales or when dealing with government sectors

9. Import/Export Compliance: Necessary for international reseller arrangements

What schedules should be included in a Reseller Agreement?

1. Products Schedule: Lists all products covered by the agreement with specifications and prices

2. Territory Definition: Detailed description of geographical territory and any exclusions

3. Commission Structure: Detailed breakdown of pricing tiers and commission calculations

4. Service Level Agreement: Specific performance metrics and service standards

5. Technical Requirements: Technical specifications and compatibility requirements

6. Trademark Usage Guidelines: Detailed rules for use of supplier's trademarks and branding

7. Reporting Templates: Standard forms for regular reporting requirements

8. Return and Warranty Procedures: Detailed processes for handling returns and warranty claims

Authors

Alex Denne

Advisor @ GenieAI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

Hong Kong

Publisher

GenieAI

Document Type

Letter of Authority

Sector

Banking

Cost

Free to use

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