Value Added Reseller Agreement Template for United States

A Value Added Reseller Agreement lets businesses legally resell products after adding their own improvements or services. Think of a tech company that buys basic software, customizes it with extra features, and then sells this enhanced version to their own customers. The agreement spells out how they can modify and market these products.

These contracts protect both the original manufacturer and the reseller by setting clear rules about pricing, territory rights, and brand usage. They also outline key requirements like minimum sales targets, quality standards, and warranty responsibilities. In the U.S., these agreements must comply with antitrust laws and state-specific distribution regulations.

Use a Value Added Reseller Agreement when you plan to buy products, enhance them with your own features or services, and resell them to end customers. This is especially important in tech and manufacturing, where you might add custom software modules to existing platforms or combine hardware components into specialized solutions.

The agreement becomes essential before starting any resale activities, particularly when dealing with trademarked products or proprietary technology. It protects your right to modify and resell while setting clear boundaries on intellectual property use, warranty obligations, and territory restrictions. Many U.S. distributors require this agreement before allowing modifications to their products.

• Reseller Software License: Focused specifically on software distribution, with detailed terms for code modification, API access, and end-user licensing requirements.
• Software License Reseller Agreement: More comprehensive version covering both software and related services, including maintenance, technical support, and training provisions.
• Hardware-focused VAR Agreements: Specialized for physical product modifications, including manufacturing standards and quality control requirements.
• Industry-specific VARs: Tailored versions for sectors like healthcare or finance, incorporating relevant compliance and regulatory requirements.

• Original Manufacturers: Companies that create the base products and set the terms for how their goods can be modified and resold.
• Value Added Resellers: Businesses that enhance products with additional features, services, or customizations before reselling them.
• Corporate Legal Teams: Draft and review these agreements to ensure compliance with U.S. distribution laws and protect intellectual property.
• Sales Directors: Negotiate territory rights, pricing structures, and sales targets within the agreement's framework.
• End Customers: Benefit from enhanced products while being protected by warranty and support provisions outlined in the agreement.

• Product Details: List all products covered, their specifications, and the specific modifications or enhancements you'll make.
• Sales Territory: Define geographical boundaries and any exclusive rights for selling the modified products.
• Pricing Structure: Document both purchase costs from manufacturer and your intended resale pricing strategy.
• IP Rights: Clarify ownership of original and modified features, plus usage rights for trademarks and branding.
• Performance Metrics: Set minimum sales targets, quality standards, and customer support requirements.
• Technical Requirements: Outline specific modification procedures, testing protocols, and quality control measures.

• Parties & Scope: Clear identification of manufacturer and reseller, plus detailed description of products covered.
• License Terms: Specific rights granted for product modification, branding usage, and distribution limits.
• Territory Rights: Defined geographical areas and any exclusivity provisions for sales activities.
• Performance Requirements: Sales targets, quality standards, and customer support obligations.
• Pricing Structure: Purchase costs, markup limits, and any volume discount arrangements.
• Term & Termination: Agreement duration, renewal options, and conditions for ending the relationship.
• Warranties: Product quality guarantees and support responsibilities for both original and modified features.

A Value Added Reseller Agreement differs significantly from an Agency Agreement, though both involve selling products on behalf of another company. Let's explore the key distinctions:

• Product Modification Rights: VARs can modify and enhance products before resale, while agents must sell products as-is without alterations.
• Ownership Structure: VARs purchase products outright and resell at their discretion, whereas agents never take ownership and sell directly on the manufacturer's behalf.
• Pricing Control: VARs set their own prices and profit margins, while agents typically work on commission with manufacturer-set prices.
• Legal Liability: VARs assume responsibility for product modifications and customer support, but agents represent the manufacturer directly with limited liability.
• Branding Authority: VARs can often co-brand or create new product identities, while agents must strictly maintain the manufacturer's branding.