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

What a reseller agreement in Singapore is A reseller agreement in Singapore is a contract that lets one business sell another business's products or services to end customers. The reseller buys or takes the right to resell, then markets and sells under agreed terms. It covers what can be resold, in what territory, at what margin, with what support, and who carries which risks. A reseller agreement differs from an agency agreement: a reseller usually sells in its own name and takes title or commercial risk, while an agent sells in the principal's name for commission. Singapore contract law is based on English common law and gives business parties wide freedom to set their terms. There is no reseller-specific statute and, unlike some countries, Singapore has no special franchise law. The contract is where the relationship lives. The main external constraint is competition law, which limits how far a supplier can control a reseller's prices and conduct. This article is general guidance, not legal advice. Have a Singapore-qualified lawyer review a reseller agreement before you rely on it. ## What Singapore law requires in 2026 - Freedom of contract. The parties can set territory, exclusivity, targets, pricing mechanics and termination, subject to competition law.

• Competition Act 2004. The section 34 prohibition bars agreements that prevent, restrict or distort competition in Singapore. Resale price maintenance, meaning fixing or setting a minimum resale price the reseller must charge, is treated as a serious restriction and is a well-known risk area. Recommended or maximum prices are generally safer than fixed or minimum prices.
• Vertical agreements. Vertical restraints such as exclusive territories can be acceptable where they do not appreciably harm competition, but blanket bans on passive sales or absolute territorial protection are higher risk. Assess market position before imposing tight restrictions.
• No franchise statute. Singapore does not regulate franchising or distribution by a dedicated Act, so there is no mandatory disclosure document or registration, unlike some jurisdictions. The Franchising and Licensing Association offers a voluntary code, not law.
• Consumer protection. Where the reseller sells to consumers, the Consumer Protection (Fair Trading) Act and the Sale of Goods Act apply to those downstream sales, so product warranties and liability flow-through need thought.
• Intellectual property and brand use. A trademark licence to use the supplier's brand should set quality and usage controls; the Copyright Act 2021 and trademark law protect the underlying rights.
• GST. GST is 9 percent from 2024; set out how it applies to the wholesale supply and the reseller's margin. ## Key clauses in a Singapore reseller agreement | Clause | Why it matters in Singapore | | --- | --- | | Appointment and scope | Exclusive or non-exclusive, and the products and territory covered. | | Title and risk | Whether the reseller buys and resells in its own name or sells on the supplier's behalf. | | Pricing | Recommended or maximum prices are safer; fixing minimum resale prices risks the Competition Act. | | Territory and customers | Permitted territory and customers; avoid absolute bans on passive sales. | | Targets and reporting | Minimum purchase or sales targets and how performance is reported. | | Trademark and brand use | Licence to use the brand, with quality and usage controls. | | Product warranties | How warranties and support flow through to end customers. | | Liability and indemnity | Allocates product-liability and IP-infringement risk, within UCTA limits. | | Term and termination | Fixed or rolling term, renewal, termination for breach and on insolvency, and run-off of stock. | | Competition compliance | A clause confirming each party complies with the Competition Act. | | Governing law and disputes | Singapore law and courts, or arbitration for cross-border deals. | ## A simple reseller agreement structure you can adapt 1. Parties and definitions.

2. Appointment: exclusive or non-exclusive, products and territory.
3. Title, risk and how the reseller buys and resells.
4. Pricing and the limits competition law places on price control.
5. Targets, reporting and ordering process.
6. Trademark licence and brand-use controls.
7. Product warranties and support flow-through.
8. Liability and indemnity.
9. Term, renewal, termination and stock run-off.
10. Competition-law compliance.
11. Governing law (Singapore) and dispute resolution. ## Red flags to avoid - Fixing or setting a minimum resale price, which risks the section 34 prohibition under the Competition Act.

• Imposing absolute territorial protection or banning passive sales without assessing market position.
• Assuming a franchise disclosure document is required, when Singapore has no franchise statute, or assuming none of competition law applies.
• A trademark licence with no quality control, which weakens the brand and the mark.
• Silence on how product warranties and liability flow through to end customers.
• No stock run-off or sell-off rights on termination, leaving the reseller with unsellable inventory. ## Where a contract workspace helps A template gives you a solid Singapore reseller agreement. The ongoing work starts after signing: checking that pricing terms stay on the safe side of competition law, that trademark and warranty flow-through clauses are present, that targets and reporting are tracked, and that renewal and termination dates across many reseller relationships do not slip. Drafting the agreement, reviewing each reseller's version for pricing, brand and liability gaps, and tracking key dates can sit in one AI workspace tuned to how your company contracts. Adira is built around that shape: it drafts from your template, models the agreement as linked clauses so it can flag a minimum-price term that competition law disfavours or a missing trademark control, lets you edit clauses in plain language, and keeps renewal and notice dates on one timeline. Adira is India-first today, and deeper Singapore-specific coverage is on its roadmap rather than a settled claim, so use it for drafting and review and keep a Singapore adviser for the local-law call. The template above is enough to put a fair agreement in place on its own. Last verified October 2026.