Reseller Agreement for Singapore

Reseller Agreement Template for Singapore

A Reseller Agreement under Singapore law establishes the legal framework for the distribution of products through authorized resellers. It encompasses key provisions governed by Singapore's Sale of Goods Act and Contract Law, including appointment terms, territorial rights, pricing structures, and compliance requirements. The agreement addresses intellectual property protection, data privacy under PDPA, and specific obligations of both parties while ensuring alignment with Singapore's commercial regulations and consumer protection laws.

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What is a Reseller Agreement?

The Reseller Agreement is essential for businesses seeking to expand their distribution network in Singapore and surrounding regions. This agreement type is particularly relevant in the context of Singapore's robust commercial framework, which emphasizes clear contractual relationships and strong intellectual property protection. The document typically includes detailed provisions on territorial rights, pricing mechanisms, compliance with local regulations, and protection of both parties' interests. Used when a supplier wishes to authorize a third party to resell their products, the agreement ensures alignment with Singapore's legal requirements while facilitating effective business relationships.

What sections should be included in a Reseller Agreement?

1. Parties: Identification and details of the supplier/manufacturer and reseller

2. Background: Context of the agreement and basic commercial intent

3. Definitions: Key terms used throughout the agreement

4. Appointment and Scope: Terms of reseller appointment and territory definition

5. Reseller Obligations: Core responsibilities and commitments of the reseller

6. Supplier Obligations: Core responsibilities and commitments of the supplier

7. Pricing and Payment: Commercial terms, pricing structure, and payment conditions

8. Intellectual Property: IP rights, usage, and protection provisions

9. Term and Termination: Duration and termination provisions

10. Governing Law: Applicable law and jurisdiction

What sections are optional to include in a Reseller Agreement?

1. Marketing and Promotion: Marketing requirements and restrictions for product promotion and brand representation

2. Training Requirements: Product training and certification requirements for reseller staff

3. Service Level Agreement: Performance metrics, standards and support requirements

4. Data Protection: PDPA compliance and data handling requirements for personal data processing

5. Insurance: Required insurance coverage and liability protection requirements

What schedules should be included in a Reseller Agreement?

1. Product Schedule: List of authorized products for resale with specifications

2. Price List: Detailed pricing structure, discounts, and payment terms

3. Territory Schedule: Detailed description of authorized sales territory and any exclusions

4. Service Level Requirements: Detailed performance metrics, support standards and response times

5. Marketing Guidelines: Brand usage guidelines and marketing requirements

6. Technical Requirements: Technical specifications and compliance requirements for product handling

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Cost

Free to use

Relevant legal definitions

Clauses

Relevant Industries

Technology
Consumer Goods
Industrial Equipment
Electronics
Pharmaceuticals

Relevant Teams

Sales
Legal
Business Development
Finance
Operations

Relevant Roles

Sales Director
Channel Manager
Commercial Director
Legal Counsel
Business Development Manager

Industries

Sale of Goods Act: Primary legislation governing the sale and transfer of goods in Singapore (Chapter 393), defining rights and obligations of parties in sales contracts

Contract Law (Amendment) Act 2012: Fundamental legislation governing formation and enforcement of contracts in Singapore, including electronic contracts

Electronic Transactions Act: Chapter 88 - Regulates electronic communications and transactions, particularly relevant for online reselling activities

Competition Act: Chapter 50B - Prevents anti-competitive practices, important for territorial restrictions and pricing mechanisms in reseller agreements

Consumer Protection (Fair Trading) Act: Chapter 52A - Protects consumer interests and regulates fair trading practices, including Lemon Law provisions

Trade Marks Act: Chapter 332 - Protects trademarks and regulates their usage, crucial for brand protection in reseller relationships

Copyright Act: Chapter 63 - Protects intellectual property rights in creative works, important for marketing materials and product documentation

Personal Data Protection Act 2012: Regulates the collection, use, and disclosure of personal data, essential for customer information handling

Companies Act: Chapter 50 - Governs corporate entities and their operations in Singapore, relevant for business structure and compliance

Multi-Level Marketing and Pyramid Selling (Prohibition) Act: Prevents illegal selling schemes and regulates legitimate distribution networks

Regulation of Imports and Exports Act: Controls the import and export of goods, particularly relevant for international reselling activities

Data Protection Regulations: Subsidiary legislation under PDPA providing specific requirements for data protection compliance

Business Registration Act: Chapter 32 - Requires registration of businesses and regulates business operations

Price Control Act: Regulates pricing practices and prevents price manipulation, may affect pricing strategies in reseller agreements

Customs Act: Governs the import and export procedures and duties, relevant for international trade aspects of reselling

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Download a Standard Template

What is a Reseller Agreement?

What sections should be included in a Reseller Agreement?

What sections are optional to include in a Reseller Agreement?

What schedules should be included in a Reseller Agreement?

Authors

Alex Denne

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Document Type

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