A Reseller Agreement is essential for businesses looking to expand their distribution channels through third-party resellers in Ireland and potentially other territories. This document type is commonly used when a supplier wishes to authorize another business to sell their products while maintaining control over how their products are marketed and sold. The agreement, governed by Irish law, needs to comply with both Irish and EU regulations, particularly regarding competition law, consumer protection, and data protection. The document typically includes detailed provisions on appointment terms, territorial restrictions, pricing structures, minimum purchase requirements, marketing obligations, intellectual property protection, and termination rights. A well-structured Reseller Agreement helps prevent disputes by clearly defining the relationship parameters and each party's obligations while ensuring regulatory compliance.
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1. Parties: Identification of the supplier and reseller with full legal details
2. Background: Context of the agreement and brief description of the business relationship
3. Definitions and Interpretation: Definitions of key terms and interpretation rules
4. Appointment and Territory: Scope of reseller appointment and territorial restrictions
5. Products and Pricing: Description of products covered and pricing mechanisms
6. Ordering and Delivery: Process for ordering products and delivery terms
7. Payment Terms: Payment conditions, invoicing, and credit terms
8. Reseller Obligations: Key responsibilities and commitments of the reseller
9. Supplier Obligations: Key responsibilities and commitments of the supplier
10. Intellectual Property Rights: Protection and usage of trademarks, patents, and other IP
11. Confidentiality: Protection of confidential information exchanged
12. Data Protection: GDPR compliance and data handling requirements
13. Warranties and Indemnities: Product warranties and mutual indemnification provisions
14. Term and Termination: Duration of agreement and termination provisions
15. Post-Termination: Rights and obligations after agreement ends
16. General Provisions: Standard boilerplate clauses including governing law
1. Minimum Purchase Requirements: Include when specific purchase targets are required
2. Marketing and Promotion: Include when specific marketing obligations exist
3. Training Requirements: Include for technical products requiring reseller training
4. Service Level Requirements: Include when specific service levels must be maintained
5. Insurance Requirements: Include for high-value or high-risk products
6. Compliance with Export Controls: Include for products subject to export restrictions
7. Non-Compete Provisions: Include when restricting reseller from competing products
8. Stock Requirements: Include when minimum stock levels must be maintained
1. Schedule 1 - Products and Price List: Detailed list of products and pricing structure
2. Schedule 2 - Territory Definition: Detailed description of authorized sales territory
3. Schedule 3 - Service Level Agreement: Detailed service level requirements and metrics
4. Schedule 4 - Technical Requirements: Technical specifications and requirements
5. Schedule 5 - Brand Guidelines: Guidelines for use of supplier's branding and trademarks
6. Schedule 6 - Data Processing Agreement: Detailed GDPR compliance requirements
7. Appendix A - Order Form Template: Standard form for placing orders
8. Appendix B - Return Policy: Procedures for handling product returns
Relevant legal definitions
Agreement
Affiliate
Authorized Personnel
Business Day
Commencement Date
Competing Products
Confidential Information
Customer
Data Protection Laws
Delivery Point
End User
Force Majeure Event
GDPR
Intellectual Property Rights
Launch Date
Minimum Purchase Commitment
Net Sales
Order
Products
Purchase Price
Quarter
Resale Price
Sales Report
Service Levels
Specification
Supplier Marks
Target
Term
Territory
Trade Marks
Training Materials
VAT
Warranty Period
Working Hours
Year
Affiliate
Authorized Personnel
Business Day
Commencement Date
Competing Products
Confidential Information
Customer
Data Protection Laws
Delivery Point
End User
Force Majeure Event
GDPR
Intellectual Property Rights
Launch Date
Minimum Purchase Commitment
Net Sales
Order
Products
Purchase Price
Quarter
Resale Price
Sales Report
Service Levels
Specification
Supplier Marks
Target
Term
Territory
Trade Marks
Training Materials
VAT
Warranty Period
Working Hours
Year
Clauses
Appointment
Territory
Exclusivity
Non-Compete
Minimum Purchase
Pricing
Payment
Ordering
Delivery
Title and Risk
Marketing
Training
Service Levels
Performance Requirements
Intellectual Property
Confidentiality
Data Protection
Warranties
Indemnification
Limitation of Liability
Insurance
Force Majeure
Compliance
Export Control
Anti-Corruption
Competition Law
Term
Termination
Post-Termination
Assignment
Subcontracting
Notices
Governing Law
Dispute Resolution
Entire Agreement
Variation
Severability
Third Party Rights
Waiver
Relationship of Parties
Territory
Exclusivity
Non-Compete
Minimum Purchase
Pricing
Payment
Ordering
Delivery
Title and Risk
Marketing
Training
Service Levels
Performance Requirements
Intellectual Property
Confidentiality
Data Protection
Warranties
Indemnification
Limitation of Liability
Insurance
Force Majeure
Compliance
Export Control
Anti-Corruption
Competition Law
Term
Termination
Post-Termination
Assignment
Subcontracting
Notices
Governing Law
Dispute Resolution
Entire Agreement
Variation
Severability
Third Party Rights
Waiver
Relationship of Parties
Relevant Industries
Technology
Software
Hardware
Consumer Goods
Electronics
Telecommunications
Manufacturing
Automotive
Medical Devices
Industrial Equipment
Fashion and Apparel
Food and Beverage
Construction Materials
Office Equipment
Pharmaceutical
Relevant Teams
Legal
Commercial
Sales
Procurement
Operations
Finance
Compliance
Business Development
Partner Relations
Distribution
Contract Management
Relevant Roles
Commercial Director
Sales Director
Channel Manager
Legal Counsel
Chief Commercial Officer
Business Development Manager
Procurement Manager
Operations Director
Contracts Manager
Distribution Manager
Partner Relations Manager
Chief Legal Officer
Sales Operations Manager
Regional Sales Manager
Commercial Operations Manager
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