How to Review a Reseller Agreement: a Clause-by-Clause Checklist (2026)

How do you review a reseller agreement? Review a reseller agreement by working through it clause by clause and asking, for each one, what it requires you to do, what it lets the other side do, and what happens if things go wrong. A reseller agreement lets one party (the reseller) buy a supplier's products or services and resell them to end customers, usually in its own name. The two sides want different things: the supplier wants reach, control of its brand and price, and low risk; the reseller wants margin, protection, and the freedom to run its own business. A good review finds where the draft tilts too far one way before you are bound by it. Start by identifying the type of reseller deal, because it changes what matters. A distributor buys and resells on its own account (so title, pricing and stock risk are central). A value-added reseller bundles its own services (so IP and support terms matter more). An agent sells in the supplier's name for commission (closer to an agency agreement). This checklist is written for a buy-and-resell arrangement; adapt it if yours is really agency or distribution. This article is general guidance, not legal advice. Reseller agreements engage competition, consumer-protection, data-protection and tax rules that vary by jurisdiction, so have qualified counsel review anything you are about to sign. ## The clause-by-clause checklist ### 1. Appointment and scope

• Is the appointment exclusive, non-exclusive or sole? Exclusivity is valuable to a reseller but usually comes with purchase targets.
• Exactly which products or services may you resell, and does the supplier control what it adds or removes? ### 2. Territory and channels
• Is your territory defined clearly, and is it protected from the supplier and other resellers?
• Are online sales, marketplaces and cross-border sales allowed or reserved? Channel conflict is a common source of disputes. ### 3. Pricing, margin and discounts
• How is your buy price set, and can the supplier change it unilaterally and with what notice?
• Are your resale prices your own to set? Watch for resale price maintenance, where the supplier dictates the price you charge end customers; this can breach competition law in many places. ### 4. Minimum purchase and targets
• Are there minimum purchase commitments or sales targets, and what happens if you miss them (loss of exclusivity, termination, or just a conversation)?
• Are the targets realistic and tied to a ramp-up period? ### 5. Payment, title and risk
• What are the payment terms, credit limit and consequences of late payment?
• When do title and risk in the goods pass to you? This decides who bears loss if stock is damaged or the supplier fails.
• Is there a retention-of-title clause letting the supplier reclaim unpaid stock? ### 6. Intellectual property and branding
• You should get a clear, limited licence to use the supplier's trademarks and materials only to resell, with all goodwill staying with the supplier.
• Are you free to use your own brand alongside, and are there brand guidelines you must follow? ### 7. Warranties, support and end-customer obligations
• Who gives the warranty to the end customer, and who provides first-line and second-line support? Unclear support allocation leaves you exposed to customers for a product you did not make.
• Does the supplier back its product warranty to you so you can honour what you promise customers? ### 8. Liability and indemnities
• Is there an intellectual-property infringement indemnity from the supplier? This is essential: if the product infringes someone's rights, the supplier, not you, should defend and pay.
• Are liability caps and exclusions mutual and reasonable, or do they protect only the supplier? ### 9. Compliance
• Anti-bribery, export control, sanctions and data-protection obligations: are they clear and workable, and do they flow risk fairly?
• If you handle end-customer personal data, is there a proper data-protection clause or addendum? ### 10. Term, termination and post-termination
• How long is the term, does it auto-renew, and how much notice does each side need?
• Can the supplier terminate for convenience while you cannot? That imbalance is a red flag.
• On termination, can you sell off remaining stock, and will the supplier buy back unsold inventory? Is there a transition period so customers are not stranded? ### 11. Non-compete and exclusivity obligations
• Are you barred from carrying competing products, and for how long after termination? Over-broad or long post-term restraints may be unenforceable and commercially damaging. ### 12. Governing law and disputes
• Which law governs, and where are disputes resolved? A foreign seat and law can make small disputes uneconomic to pursue. ## The red flags to catch before you sign - Unilateral price changes with little or no notice, which can wipe out your margin overnight.
• Resale price maintenance, where the supplier dictates your selling price; a competition-law risk and a commercial straitjacket.
• Termination for convenience by the supplier only, especially with a short notice period and no stock buy-back.
• No IP infringement indemnity, leaving you to defend claims about a product you merely resell.
• Uncapped or one-sided liability, where your exposure is unlimited but the supplier's is capped low.
• Unclear end-customer support and warranty, so customers chase you for problems you cannot fix.
• Automatic renewal with a long notice-to-exit window, locking you in if you miss the date.
• Broad post-termination non-compete, which can stop you trading after the deal ends. ## A note on jurisdiction Reseller terms are shaped by law that varies by jurisdiction, especially competition law. Resale price maintenance and strict territorial or online-sales restrictions are scrutinised under EU and UK competition rules, under the Competition Act, 2002 in India, and under antitrust law in the US, and what is allowed differs by market and can change. Agency and distribution relationships attract special protections in some places, for example compensation on termination of commercial agents in parts of Europe. Consumer-protection law also decides who is responsible to the end customer. Because these rules differ, treat competition and consumer clauses as jurisdiction-specific, mark anything uncertain to verify, and get local advice rather than assume one approach fits every market. (Last verified October 2026.) ## Where a contract workspace helps By hand, working through this checklist is the slow, careful job that fills a reviewer's day: reading every clause, spotting a missing IP indemnity or a one-sided termination right, comparing this draft with the last reseller deal you signed, and tracking renewal and target dates once it is in force. The useful idea is to bring reviewing, editing and tracking reseller agreements into one AI workspace tuned to your company, so missing clauses and key dates surface in a single place. Adira is one tool built for that.