Reseller Agreement in Egypt: Template, Key Clauses and Local Law (2026)

A reseller agreement in Egypt lets one business (the reseller) buy a supplier's products or software and sell them on to customers, usually in its own name and for its own margin. A reseller takes title and resells on its own account, which is different from a commercial agent who arranges sales for the supplier. That distinction matters in Egypt, because commercial agency is tightly regulated, while a true reseller or distributor arrangement sits mainly under general contract law. This guide explains what an Egyptian reseller agreement should contain, the clauses that matter, and the local-law points to check. It is general information, not legal advice. For a specific deal, confirm the current position with an Egyptian lawyer. ## Reseller, distributor or agent Getting the category right is the first step. A reseller or distributor buys and resells on its own account. A commercial agent acts on behalf of the principal and is regulated by the Commercial Agency Law (Law No. 120 of 1982, amended by Law No. 21 of 2022). Commercial agents must be Egyptian nationals or Egyptian entities and must be entered on the Commercial Agents and Intermediaries Register at the Ministry responsible for trade. If your arrangement is genuinely an agency, these rules apply. If it is a reseller or distributor buying for resale, the agency registration regime generally does not apply, but you should confirm the classification, because substance matters more than the label. ## What law governs a reseller agreement in Egypt - The Civil Code (Law No. 131 of 1948) governs contract formation, sale, performance and remedies, including the good-faith duty in Article 148.

• The Commercial Code (Law No. 17 of 1999) adds rules for commercial dealings between merchants.
• The Commercial Agency Law (Law No. 120 of 1982, amended in 2022) governs commercial agents and sets the register and eligibility rules. Classify the relationship carefully to know whether this applies.
• The Law on the Protection of Intellectual Property Rights (Law No. 82 of 2002) and trademark rules apply where the reseller uses the supplier's brand or resells software. ## Key clauses in an Egyptian reseller agreement ### Appointment and territory Define the products, the territory, and whether the appointment is exclusive, sole or non-exclusive. Confirm the reseller buys for resale on its own account. ### Pricing and margin Set the wholesale price or discount and how it changes. Take care with any attempt to fix the reseller's resale price. ### Orders, delivery and title State how orders are placed, delivery and acceptance, and when title and risk pass to the reseller. ### Branding and intellectual property Grant a limited licence to use the supplier's trademarks for resale, with quality rules, and keep ownership of all IP with the supplier. ### Warranties and liability Set who gives the end-customer warranty and who bears product liability. Allocate indemnities and cap liability where the law allows. ### Targets and performance If there are sales targets, say what happens if they are missed, including loss of exclusivity. ### Term, termination and compensation Set the term, renewal, and termination rights. Note that termination of long-standing distribution relationships can raise compensation arguments, and classification as agency could bring the Commercial Agency Law's protections into play, so draft exit terms carefully. ### Governing law and disputes Choose the governing law and a forum or arbitration, and the contract language. ## A simple drafting checklist - Classify the relationship: reseller or distributor versus commercial agent.
• If it is agency, check the register and eligibility rules under Law No. 120 of 1982.
• Define products, territory and exclusivity.
• Set delivery, title, warranties and product-liability responsibility.
• Licence the brand narrowly and keep IP with the supplier.
• Draft termination and any compensation carefully.
• Add governing law, dispute resolution and contract language. ## Keeping reseller contracts under control Reseller and distribution networks multiply contracts quickly, and each carries renewal dates, targets and exclusivity terms that are easy to lose in flat documents. Keeping them in one workspace, where clauses and key dates are structured and searchable, makes it far easier to see who sells what, where, and until when. Tools such as Adira bring drafting, review and obligation tracking together in a single place. Adira's depth is strongest for India today, with other jurisdictions on its roadmap, so for Egyptian-law specifics confirm the position with local counsel.