Value Added Reseller Agreement Template for Singapore

A Value Added Reseller Agreement lets businesses legally resell products after adding their own improvements or services. For example, a tech company might bundle software with training, customization, and local support before selling it to end customers in Singapore.

Under Singapore's commercial laws, this agreement spells out key terms like pricing structures, territory rights, and intellectual property rules. It protects both the original manufacturer and the reseller by clearly defining what modifications are allowed, minimum sales targets, and how the enhanced product can be marketed. Many local IT and electronics companies use these agreements to build their distribution networks while maintaining quality control.

Consider implementing a Value Added Reseller Agreement when you plan to enhance and resell another company's products in Singapore. This is especially crucial for tech companies adding custom features, support services, or local market adaptations to existing software or hardware products.

The timing is right when you're ready to formalize relationships with manufacturers, protect your investment in product improvements, or expand your distribution channels. Singapore's strict intellectual property laws make this agreement essential before modifying any original products. It's particularly important when dealing with regulated industries or when your enhanced product requires specific compliance certifications.

• Software License Reseller Agreement: Focused on software distribution rights and license management, this specialized Value Added Reseller Agreement includes detailed terms for software customization, technical support obligations, and end-user license restrictions. It typically covers SaaS products, enterprise applications, and cloud-based solutions common in Singapore's tech sector.
• Hardware-focused agreements: These emphasize physical product modifications, warranty terms, and after-sales service requirements.
• Service-centric agreements: Used when the main value-add comes from bundled services, training, or local market support rather than product modifications.
• Multi-tier agreements: Designed for complex distribution chains where resellers may have their own sub-resellers or partners.

• Original Manufacturers: Tech companies, software developers, or hardware makers who want to expand their market reach through Value Added Reseller partnerships in Singapore
• Value Added Resellers: Local businesses that enhance products with services, customization, or integration before reselling them to end users
• Legal Teams: In-house counsel or external law firms who draft and review agreements to ensure compliance with Singapore's commercial and IP laws
• Sales Directors: Executives who negotiate terms, territory rights, and commission structures
• Compliance Officers: Professionals who monitor adherence to contractual obligations and industry regulations

• Product Details: List all products, permitted modifications, and value-added services covered under the Value Added Reseller Agreement
• Territory Rights: Define specific geographical areas within Singapore where resale is permitted
• Pricing Structure: Document wholesale costs, minimum resale prices, and commission rates
• Service Requirements: Outline support obligations, quality standards, and performance metrics
• IP Rights: Clarify ownership of modifications and branding permissions
• Compliance Check: Review Singapore's distribution laws and industry regulations
• Document Generation: Use our platform to create a customized, legally-sound agreement that includes all essential elements

• Party Details: Full legal names, registration numbers, and registered addresses of manufacturer and reseller
• Product Scope: Detailed description of products and permitted value-added modifications
• Territory Rights: Specific geographical boundaries for distribution in Singapore
• Pricing Terms: Cost structures, payment terms, and commission calculations
• IP Protection: Rights to modify, rebrand, and restrictions on intellectual property use
• Quality Control: Performance standards and compliance requirements
• Term and Termination: Duration, renewal conditions, and exit procedures
• Governing Law: Singapore law jurisdiction and dispute resolution mechanisms

A Value Added Reseller Agreement differs significantly from an Agency Agreement. While both involve selling products, their core structures and legal implications are quite different under Singapore law.

• Ownership and Liability: Resellers purchase products outright and own their modified versions, while agents never take ownership and simply facilitate sales for commission
• Product Modification: Resellers have rights to enhance and customize products, whereas agents must sell items as-is
• Legal Representation: Agents can legally bind the principal company, but resellers operate as independent businesses
• Revenue Model: Resellers earn through markup on enhanced products, while agents work purely on commission basis
• Business Control: Resellers have more autonomy in pricing and marketing strategies, whereas agents typically follow strict principal guidelines