The Resale Agreement Draft is a fundamental commercial contract used when a manufacturer or supplier wishes to establish a formal distribution channel through authorized resellers in India. This document is essential for businesses looking to expand their market reach while maintaining control over their distribution network. It comprehensively addresses all aspects of the supplier-reseller relationship, including commercial terms, operational procedures, and regulatory compliance requirements under Indian law. The agreement typically includes detailed provisions for territory rights, pricing structures, performance targets, and brand protection measures. It ensures compliance with various Indian regulations including the Contract Act, GST requirements, Competition Act, and Consumer Protection Act. This document is particularly important for businesses establishing or expanding their distribution networks in India, as it provides legal protection while setting clear expectations for both parties.

1. Parties: Identifies the parties entering into the agreement - typically the manufacturer/supplier and the reseller, including their legal names, addresses, and registration details

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

3. Definitions: Defines key terms used throughout the agreement for clarity and consistency

4. Appointment and Territory: Defines the nature of appointment (exclusive/non-exclusive) and the geographical territory for resale

5. Term and Renewal: Specifies the duration of the agreement and conditions for renewal

6. Ordering Process: Details the procedure for placing and fulfilling orders

7. Pricing and Payment Terms: Establishes the pricing structure, payment terms, and any applicable discounts

8. Delivery and Risk: Specifies delivery terms, transfer of risk, and logistics arrangements

9. Obligations of the Reseller: Lists the reseller's duties, including sales targets, marketing, and customer service

10. Obligations of the Supplier: Details the supplier's responsibilities regarding product supply, support, and training

11. Intellectual Property Rights: Addresses the use of trademarks, patents, and other IP rights

12. Confidentiality: Protects confidential information exchanged between parties

13. Termination: Specifies grounds and procedures for termination

14. Post-Termination Obligations: Details obligations and rights after agreement termination

15. Governing Law and Jurisdiction: Specifies Indian law as governing law and sets jurisdiction for disputes

16. General Provisions: Includes standard boilerplate clauses like notices, assignment, and severability