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Value Added Reseller Agreement
I need a Value Added Reseller Agreement for a company that will distribute our software products in Pakistan, with terms that include a minimum sales target, exclusive rights in specific regions, and a clause for quarterly performance reviews. The agreement should also cover pricing, payment terms, and a provision for termination with a 30-day notice period.
What is a Value Added Reseller Agreement?
A Value Added Reseller Agreement lets businesses legally resell products after adding their own improvements or services. In Pakistan, these contracts help local tech companies, software developers, and hardware suppliers build on existing products while protecting intellectual property rights under the Electronic Transactions Ordinance 2002.
The agreement spells out key terms like pricing structures, territory limits, and support obligations. It gives resellers the right to enhance and market products while setting clear boundaries on branding, modifications, and customer relationships. Pakistani businesses often use these agreements to distribute international software and tech solutions with localized features and support.
When should you use a Value Added Reseller Agreement?
Use a Value Added Reseller Agreement when you plan to enhance and resell another company's products in Pakistan's market. This agreement becomes essential if you're adding local language support, technical services, or custom features to existing software, hardware, or tech solutions.
The timing is critical when negotiating distribution rights with international vendors, especially under Pakistan's IT regulatory framework. Get this agreement in place before investing in product modifications, training staff, or approaching customers. It protects your rights to customize and market the products while clearly defining your revenue share, support responsibilities, and territorial boundaries.
What are the different types of Value Added Reseller Agreement?
- Reseller Software License: Focuses on software distribution rights with specific terms for code modification, user licensing, and technical support requirements under Pakistani IT laws. Can be customized for enterprise software, mobile apps, or cloud services.
- Hardware-Focused Agreement: Covers physical product modifications, warranty terms, and after-sales service obligations for tech hardware resellers.
- Hybrid Solutions Agreement: Combines software and hardware reselling rights, often used for complete system solutions with integrated support services.
- Territory-Specific Agreement: Tailored for specific Pakistani regions or market segments, with customized pricing and distribution terms.
Who should typically use a Value Added Reseller Agreement?
- Technology Vendors: Original product manufacturers or software companies who authorize Pakistani businesses to enhance and resell their solutions
- Value-Added Resellers: Local tech companies that customize, integrate, and redistribute products with additional features or services
- Legal Counsel: Corporate lawyers who draft and review agreements to ensure compliance with Pakistan's IT and commerce regulations
- IT Consultants: Technical experts who advise on product modifications and integration capabilities
- End Customers: Businesses or organizations who purchase the enhanced products through the value-added reseller network
How do you write a Value Added Reseller Agreement?
- Product Details: List all items being resold, their specifications, and planned value-added modifications under Pakistani law
- Territory Rights: Define exact geographical areas and market segments for distribution within Pakistan
- Pricing Structure: Document wholesale costs, markup allowances, and revenue sharing arrangements
- Support Terms: Outline technical support responsibilities, warranty obligations, and service level agreements
- Compliance Check: Verify alignment with Pakistan's Electronic Transactions Ordinance and IT regulations
- Documentation: Gather business registrations, tax certificates, and relevant licenses from both parties
What should be included in a Value Added Reseller Agreement?
- Party Details: Full legal names, business registration numbers, and authorized representatives' information
- Product Scope: Detailed description of original products and permitted modifications under Pakistani IP laws
- Territory Rights: Clear geographical boundaries and market segment limitations within Pakistan
- Payment Terms: Pricing structures, payment schedules, and currency specifications
- Intellectual Property: Rights, restrictions, and protections under Pakistan's Copyright Ordinance
- Term and Termination: Agreement duration, renewal conditions, and termination procedures
- Dispute Resolution: Governing law clause specifying Pakistani jurisdiction and arbitration procedures
What's the difference between a Value Added Reseller Agreement and an Agency Agreement?
A Value Added Reseller Agreement differs significantly from a Agency Agreement in several key aspects, though both involve representing another company's interests in Pakistan's market.
- Product Modification Rights: VARs can legally modify and enhance products before resale, while agents simply sell products as-is
- Pricing Control: VARs purchase products outright and set their own prices, whereas agents typically work on commission with preset pricing
- Customer Relationship: VARs own direct relationships with end customers and handle support, while agents often connect customers back to the principal company
- Legal Liability: VARs take on product liability for their modifications under Pakistani consumer protection laws, while agents generally have limited liability
- Investment Requirements: VARs must invest in technical capabilities and inventory, whereas agents primarily invest in marketing and sales resources
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