White Label Agreement Template and How to Draft One (2026)

What is a white label agreement, and when do you need one? A white label agreement is the contract under which one company lets another resell its product or service under the reseller's own brand, as if the reseller made it. The company that builds the product is usually called the provider or supplier, and the company that rebrands and sells it is the reseller or partner. White labelling is common in software (a SaaS product sold under a partner's name), in manufacturing and consumer goods, and in services such as marketing, payments and logistics. The customer sees only the reseller's brand; the provider stays invisible. You need a white label agreement whenever you will either supply your product for someone else to sell as their own, or take someone else's product and sell it under your brand. The contract has to be clear about three things that an ordinary reseller deal does not stress as heavily: the licence to rebrand, who is responsible to the end customer, and what each side may say about the product. Because the reseller's customers believe the reseller built the product, the agreement has to allocate quality, support and liability carefully. This article is general guidance, not legal advice. White label arrangements engage contract, intellectual-property, consumer-protection, data-protection and sometimes competition rules that vary by jurisdiction, so have a qualified professional review one before you rely on it. ## White label agreement template Copy the block below and fill the bracketed fields. ```

WHITE LABEL AGREEMENT This White Label Agreement ("Agreement") is made on [DATE] BETWEEN: [PROVIDER NAME], [address] ("Provider") AND [RESELLER NAME], [address] ("Reseller") 1. APPOINTMENT AND LICENCE The Provider appoints the Reseller to market and sell the Provider's [product/service] (the "Product") under the Reseller's own brand, on a [non-exclusive / exclusive] basis in [territory]. The Provider grants the Reseller a limited, revocable licence to apply the Reseller's branding to the Product for this purpose. 2. BRANDING AND REBRANDING The Reseller may present the Product under the Reseller's name, logo and look. The Provider's identity will [not] be shown to end customers. The Reseller will not alter the Product beyond the agreed branding, and will not misrepresent what the Product does. 3. PROVIDER OBLIGATIONS The Provider will supply the Product to the agreed specification in Schedule 1, maintain it, and meet the service levels in Schedule 2, including [availability, support response, update cadence]. 4. RESELLER OBLIGATIONS The Reseller will market and sell the Product honestly, provide [first-line / all] customer support, comply with applicable law in each market it sells in, and not make claims about the Product beyond those the Provider authorises. 5. FEES The Reseller will pay the Provider [a wholesale price / a licence fee / a revenue share of X%] as set out in Schedule 3. The Reseller sets its own price to end customers. [Taxes added as required by law.] Payment is due within [N] days. 6. END-CUSTOMER RESPONSIBILITY AND SUPPORT The Reseller contracts with end customers in its own name and is the end customer's point of contact. Support is split as set out in Schedule 4. The Reseller's end-customer terms will be consistent with this Agreement. 7. INTELLECTUAL PROPERTY The Provider owns all IP in the Product. The Reseller owns its own brand. Neither party acquires rights in the other's IP except the licences granted here. The Reseller's branding licence ends when this Agreement ends. 8. QUALITY, WARRANTIES AND SUPPORT The Provider warrants the Product will perform to the specification. The parties agree how warranty claims and defects are handled between them, even though the end customer deals only with the Reseller. 9. CONFIDENTIALITY Each party will keep the other's confidential information, including pricing and the existence of this arrangement where agreed, secret. 10. DATA PROTECTION Where the Product processes personal data, the parties will agree their data-protection roles and the Provider will process data only as permitted, apply appropriate security, and notify breaches promptly. 11. LIABILITY AND INDEMNITY Each party's liability is capped at [cap]. The Provider indemnifies the Reseller for claims that the Product infringes third-party IP. The Reseller indemnifies the Provider for claims arising from the Reseller's own marketing, claims or end-customer terms. Neither party is liable for indirect loss, subject to law. 12. TERM AND TERMINATION This Agreement runs for [N] from [START] and renews unless either party gives [N] days notice. Either party may terminate for material breach not cured within [N] days, or on insolvency. 13. EFFECT OF TERMINATION On termination the Reseller stops selling and branding the Product, the branding licence ends, and the parties agree how existing end customers are transitioned or wound down. 14. GOVERNING LAW AND DISPUTES This Agreement is governed by the laws of [jurisdiction], with disputes subject to [courts / arbitration seat]. Signed for the Provider: __________ Signed for the Reseller: __________ Name / title / date Name / title / date

- **Branding (clause 2).** Say clearly whether the provider stays invisible to end customers, and bar the reseller from altering the product or overstating what it does.
- **Obligations and service levels (clauses 3 and 4).** The provider commits to specification, maintenance and support standards; the reseller commits to honest selling, authorised claims only, and its share of customer support. A white label deal fails when the reseller promises things the product cannot do.
- **Fees (clause 5).** Choose a model: wholesale price, licence fee or revenue share. Let the reseller set its own end-customer price, which is the point of white labelling.
- **End-customer responsibility and support (clause 6).** Make clear the reseller contracts with and supports the end customer, and that its end-customer terms line up with this agreement.
- **IP, liability and indemnities (clauses 7 and 11).** The provider keeps the product IP, the reseller keeps its brand, and the two indemnities point the right way: the provider covers IP infringement in the product, the reseller covers its own marketing and claims. ## Common mistakes to avoid - A branding licence with no end date or no revocation on termination.
- No limit on what the reseller may claim about the product, so the provider is exposed to the reseller's overselling.
- Unclear support split, so end customers fall between the two companies.
- No IP-infringement indemnity from the provider, leaving the reseller carrying that risk.
- Silence on data protection where the product handles personal data.
- Exclusivity granted with no minimum commitment from the reseller. ## A note on jurisdiction White label rules vary by jurisdiction. In India, the agreement is a contract under the Indian Contract Act, 1872, product IP is protected under the Copyright Act, 1957 and trade-mark law, consumer claims about the product engage the Consumer Protection Act, 2019, and data handling engages the Information Technology Act, 2000 and the Digital Personal Data Protection Act, 2023. Exclusive arrangements can raise competition-law questions under the Competition Act, 2002. In the UK, EU, Ireland, Singapore, Australia and the US, consumer-protection, IP and competition rules differ. Because white label products are often sold across borders, treat "varies by jurisdiction" as the honest default and require compliance with the law of each market the product is sold in. ## Where a contract workspace helps A template gets you a solid white label agreement. The ongoing work comes after: keeping branding, support and indemnity terms consistent across many reseller or provider deals, checking each version for weak IP or claims terms before you sign, and watching renewal and exclusivity-review dates as the partnership grows. Drafting the agreement, flagging per-clause risk, editing licence or indemnity terms in plain language and tracking key dates can all sit in one AI workspace tuned to how your company contracts, rather than across separate tools. [Adira](https://adiralaw.com) is one tool designed around that single workspace.