How to Review a Channel Partner Agreement (2026 Checklist)

A channel partner agreement sets the terms under which another company sells, distributes or refers your product, or you sell theirs. The label covers several models: resellers who buy and resell, distributors who sell on to other resellers, referral partners who send leads, and integrators who build on top. Reviewing one well starts with identifying which model it really is, then checking the appointment and territory, the economics, the brand and compliance terms, and how the relationship ends, because a channel relationship that is hard to exit or non-compliant can cause lasting damage. This is general guidance, not legal advice. ## The fast answer: what to check first Settle four things first. Which partner model is this, and is it exclusive or non-exclusive. What is the territory or market, and what is the term. How does the money work (discount, margin, commission) and who sets the price to the end customer. What compliance, liability and termination terms protect you if the partner behaves badly. If the model and exclusivity are unclear, fix that before the detail. ## Clause-by-clause review checklist ### Appointment and model Confirm exactly what the partner is appointed to do: resell, distribute, refer, or integrate. Each has different terms. Check whether the partner acts in its own name (reseller) or on your behalf (agent), because agency can create extra legal duties and exposure. ### Exclusivity and territory Check whether the appointment is exclusive, non-exclusive or sole, and over what territory, market segment or customer list. Exclusivity ties your hands, so look for performance conditions that let you remove it if targets are missed. Territorial and customer restrictions can raise competition-law issues in many markets, so check them against local rules. ### Pricing, discounts and margins Identify how the partner is paid: a discount off list, a resale margin, or a commission. A key competition-law point is who sets the price to the end customer. In many jurisdictions you cannot fix a reseller's resale price (resale price maintenance), though you may be able to recommend one. For referral models, check how and when commission is earned and paid, and for how long after a referral. ### Targets and performance Look for sales targets or minimum commitments and what happens if they are missed: loss of exclusivity, a tier change, or termination. Check the targets are realistic and that the consequences are proportionate. ### Orders, delivery and payment For resale and distribution, check how orders are placed and accepted, pricing and payment terms, delivery and risk, returns, and whether the partner can hold stock. Confirm what happens to stock and orders in the pipeline on termination. ### Branding, trademarks and marketing The partner will use your name and marks. Check a limited, non-exclusive trademark licence tied to the term and your brand guidelines, with approval rights over marketing, and a ban on registering your marks or confusingly similar domains and handles. Set out any marketing support, leads or co-marketing funds and the conditions on them. ### Customer ownership and data Decide who owns the end-customer relationship and data. This matters a lot on termination: can you contact customers the partner signed, and must the partner hand over customer and renewal data? If personal data is shared, add data-protection terms. ### Compliance: anti-bribery, sanctions and law Partners selling in many markets create real exposure. Laws such as the US Foreign Corrupt Practices Act and the UK Bribery Act can make you liable for a partner's corrupt payments. Look for strong anti-bribery and anti-corruption, sanctions and export-control, and general compliance obligations, plus audit rights and the right to terminate immediately for a breach. This is often the most important protection in the agreement. ### Warranties, liability and indemnities Check who warrants what, how liability is capped, and the indemnities: typically you indemnify for product IP issues, and the partner indemnifies for its own conduct, misrepresentations and compliance failures. Confirm which breaches sit outside the cap. ### Term, termination and post-termination Check the term, renewal, and termination rights (for breach, convenience, insolvency, change of control, and compliance failures). Post-termination terms matter: stopping use of your brand, returning materials and data, handling stock and pipeline, run-off of commissions, and any non-compete or non-solicit, which should be reasonable and lawful in the territory. ## Red flags to push back on Exclusivity with no performance conditions or exit. Resale-price terms that may breach competition law. No anti-bribery or audit rights for a partner selling on your behalf. The partner owning the end-customer relationship with no handover on exit. An open-ended brand licence. Termination the partner can trigger easily while you are locked in. ## How the law changes by jurisdiction Contract law is national, so the same words do not behave the same everywhere. In common-law systems (India, the UK, Singapore, Australia, the US) courts lean on the written terms and read ambiguity against the drafter. Governing-law and jurisdiction clauses decide which country's rules apply and where disputes are heard; check they match where the parties and the assets actually are. In India, stamp duty and, for many instruments, registration are live concerns, and the Indian Contract Act 1872 governs formation. In the US, state law varies and the Uniform Commercial Code may apply where goods are involved. Across the EU and UK, data and consumer rules add mandatory terms you cannot contract out of. When in doubt, take local advice; this page is general information, not legal advice. ## A simple review workflow Confirm the model and exclusivity first, then the economics and pricing controls, then compliance and brand terms, then liability, then termination and what you keep on exit. Run the pricing, territory and exclusivity clauses past someone who knows competition law in the relevant markets. Keep an issues list with clause reference, risk and proposed change. ## One workspace for drafting, review and tracking Everything above is work you can do by hand: read the draft, mark the risky positions, line up your redlines, remember the dates. The friction is rarely the reading. It is that the draft, the comments, the versions, the signed copy and the renewal date usually live in five different places. The simple idea behind an AI contract workspace is to keep that work together: draft from your own catalogue, see each clause flagged favourable, neutral or unfavourable to you, edit clauses in plain English and get a clean diff, keep a live activity timeline so every version is traceable, and track key dates and obligations so renewals and notices do not slip. Adira is one such workspace, built on Anthropic's Claude and tuned to how your company contracts. It is India-first today; deeper support for other jurisdictions and a single legal health pane (the Company Command Centre) are on the roadmap. None of that replaces legal advice on a specific deal. It just means the review you ran once does not have to be rebuilt from scratch next quarter.