The Reseller Agreement is a crucial document for businesses seeking to expand their distribution network in the Philippines through indirect sales channels. It is commonly used when a manufacturer or supplier wants to authorize another entity to resell their products while maintaining control over how their products are marketed and sold. The agreement must comply with Philippine legislation, including the Civil Code, Consumer Act, and Competition Act, particularly regarding territorial restrictions and pricing provisions. This document type is essential for both domestic and international companies operating in the Philippine market, as it establishes clear guidelines for the reseller relationship, protects intellectual property rights, sets performance expectations, and defines compliance requirements. It's particularly relevant in today's expanding e-commerce landscape where businesses increasingly rely on local partners for market penetration.

1. Parties: Identifies the contracting parties - the supplier/manufacturer and the reseller, including their complete legal names and addresses

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

3. Definitions: Defines key terms used throughout the agreement, including 'Products', 'Territory', 'Intellectual Property Rights', etc.

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

5. Term and Renewal: Specifies the initial term of the agreement and any renewal provisions

6. Reseller Obligations: Details the reseller's key responsibilities, including sales targets, marketing requirements, and customer service standards

7. Supplier Obligations: Outlines the supplier's commitments regarding product supply, support, and training

8. Ordering and Delivery: Specifies the process for ordering products, delivery terms, and lead times

9. Prices and Payment: Details the pricing structure, payment terms, and any volume discounts

10. Intellectual Property Rights: Addresses trademark usage, licensing terms, and IP protection obligations

11. Confidentiality: Defines confidential information and establishes protection obligations

12. Warranties and Indemnities: Specifies product warranties and mutual indemnification provisions

13. Termination: Details termination rights, process, and consequences

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

15. General Provisions: Includes standard boilerplate clauses like notices, amendment process, and governing law