Value Added Reseller Agreement Template for Malaysia

A Value Added Reseller Agreement lets a company legally resell another company's products after adding extra features or services. In Malaysia, these agreements commonly cover software, hardware, or tech solutions where the reseller bundles in training, customization, or local support to create more value for end customers.

Under Malaysian contract law, these agreements spell out crucial terms like pricing structures, territorial rights, and service standards. They protect both parties by clarifying intellectual property rights, setting performance targets, and establishing how the reseller can market and modify the original product while maintaining brand integrity.

Use a Value Added Reseller Agreement when your business plans to enhance and resell another company's products in Malaysia. This is especially important for tech companies adding local support, customization, or bundled services to imported software or hardware solutions before selling to Malaysian customers.

The agreement becomes essential when negotiating exclusive territorial rights, setting up distribution networks across ASEAN markets, or protecting intellectual property during product modifications. Malaysian businesses often need these agreements to comply with local commerce regulations, particularly when dealing with controlled items or regulated industries like telecommunications and financial services.

• Reseller Software License: Focuses specifically on software distribution rights, typically used for standalone applications with minimal customization needs and standard support requirements.
• Software License Reseller Agreement: More comprehensive agreement covering extensive customization rights, integration services, and technical support obligations, often used for enterprise-level software solutions in Malaysia.

• Original Product Manufacturers: Usually tech companies or software developers who create the base product and set the terms for value-added modifications
• Value Added Resellers: Malaysian companies that enhance products with local support, training, or customization before reselling
• Corporate Lawyers: Draft and review agreements to ensure compliance with Malaysian business and IP laws
• Technology Consultants: Advise on technical specifications and integration requirements
• End Users: Malaysian businesses or consumers who purchase the enhanced products through the reseller network

• Product Details: Document exact specifications of original products and planned value-added modifications
• Territory Rights: Define precise geographical boundaries for resale within Malaysia and any ASEAN markets
• Pricing Structure: Outline both purchase costs and recommended resale pricing guidelines
• Service Standards: List specific support, maintenance, and customization services to be provided
• Legal Requirements: Gather business licenses, permits, and compliance documents for Malaysian commerce regulations
• Intellectual Property: Document ownership rights and permitted modifications of the original product

• Parties and Scope: Full legal names, business registration numbers, and detailed description of products and services
• Territory Rights: Clear definition of authorized sales regions within Malaysia and any ASEAN markets
• Value-Added Services: Specific modifications, customizations, and support services permitted
• Pricing Terms: Purchase costs, markup limits, and payment conditions in Malaysian Ringgit
• IP Protection: Rights to modify, restrictions on brand usage, and confidentiality obligations
• Governing Law: Malaysian jurisdiction and dispute resolution procedures
• Term and Termination: Duration, renewal conditions, and exit procedures

A Value Added Reseller Agreement differs significantly from a Agency Agreement in several key aspects, though both involve representing another company's products in Malaysia.

• Product Modification Rights: Value Added Resellers can enhance and customize products, while agents must sell items as-is
• Pricing Control: Resellers purchase products outright and set their own prices, whereas agents typically earn commissions on sales at manufacturer-set prices
• Legal Relationship: Resellers operate as independent businesses, while agents legally represent the principal company
• Service Obligations: Resellers provide their own support and value-added services, but agents typically rely on the principal's support infrastructure
• Liability Structure: Resellers assume full responsibility for modified products, while agents have limited liability under Malaysian agency laws