White Label Agreement
This White Label Agreement (the "Agreement") is entered into on effective date (the "Effective Date") by and between provider name ("Provider") with an address of provider address and reseller name ("Reseller") with an address of reseller address.
1. Product and Services
Product/Service: product name (the "Product")
Description: product description
Product Type: product type (software/SaaS/hardware/service/platform/content/etc.)
Version: product version
Features Included:
- feature 1
- feature 2
- feature 3
- additional features
Delivery Method: delivery method (cloud-hosted/download/physical shipment/API access)
Updates and Versions: update policy (automatic updates included/major versions separate/quarterly releases)
2. Grant of Rights
License Grant: Provider grants Reseller a license type (exclusive/non-exclusive), territory (worldwide/specific regions: geographic territory) right to:
- Market the Product under Reseller's brand
- Sell the Product to end-users
- Distribute the Product
- Provide customer support (if applicable)
- Create marketing materials featuring the Product
Scope of Use: use restrictions
Sublicensing: Reseller sublicense rights (may/may not) sublicense to third parties
Limitations:
- No modification of core Product without written consent
- No reverse engineering or decompilation
- No access to source code unless: source code access
- Use solely for resale purposes under this Agreement
3. Branding and White Labeling
Provider Branding Removal: Provider agrees to remove all Provider branding, logos, trademarks, and identifying marks from the Product delivered to Reseller
Reseller Branding: Reseller has the right to:
- Apply Reseller's branding, logos, and trademarks
- Create custom domain/subdomain: custom domain
- Customize user interface elements: ui customization
- Use custom email templates: email customization
Branding Guidelines: branding guidelines
Co-Branding: cobranding allowed (Provider branding must not appear/subtle "Powered by" allowed/etc.)
Marketing Materials: Reseller responsible for creating:
- Product documentation
- Sales materials
- User guides: documentation responsibility
- Training materials
Provider Assets: Provider will provide: provided assets (white-label templates/logo files/documentation templates)
4. Pricing and Payment Terms
Pricing Model: pricing model
Option A: Per-Unit/Per-License
- Wholesale price: wholesale price per unit/license
- Reseller's retail pricing: retail pricing freedom (at Reseller's discretion/minimum: minimum price)
Option B: Recurring Revenue Share
- Provider receives: provider percentage% of gross revenue
- Reseller retains: reseller percentage%
- Billing handled by: billing responsibility
Option C: Fixed Monthly/Annual Fee
- Monthly fee: monthly fee
- Annual fee: annual fee
- Includes: fee inclusions (unlimited licenses/up to license limit licenses)
Selected Model: selected pricing model
Minimum Purchase: minimum commitment (per month/quarter/year)
Volume Discounts:
- tier1 quantity+ units: tier1 price
- tier2 quantity+ units: tier2 price
- tier3 quantity+ units: tier3 price
Payment Terms: Net payment net days days from invoice
Payment Method: payment methods
Invoicing: invoicing frequency (monthly/quarterly/per transaction)
Late Payment: late fee or late percentage% per month
Price Adjustments: Provider may adjust pricing with price change notice days days notice; Reseller may terminate if increase exceeds price increase threshold%
5. Term and Renewal
Initial Term: initial term months months from Effective Date
Renewal: Automatically renews for renewal term (successive renewal period months-month periods) unless either party provides non renewal notice days days written notice
Trial Period: trial period (trial days days with no minimum commitment)
6. Customer Support and Service
Technical Support Responsibility: support model
Option A: Provider Supports End-Users Directly
- Provider operates white-label support: provider support details
- Support email: support email (using Reseller's domain)
- Response time SLA: support sla
Option B: Reseller Supports End-Users
- Reseller handles all Tier 1 support
- Provider supports Reseller (Tier 2/3): reseller support sla
- Escalation process: escalation process
Option C: Hybrid
- hybrid support model
Selected Support Model: selected support model
Support Channels: support channels (email/phone/chat/ticketing system)
Support Hours: support hours
Knowledge Base: knowledge base (Provider provides/Reseller creates/shared)
Training: Provider will provide training hours hours of training on: training topics
7. Product Updates and Maintenance
Updates Included: updates included (all updates/security patches only/major versions separate)
Update Frequency: update frequency
Update Delivery: update delivery (automatic/Reseller deploys/Provider deploys)
Beta Access: beta access (Reseller receives early access to test new features)
Feature Requests: feature request process
Customization: customization policy (not available/available for additional fee: customization fee)
Uptime SLA: uptime percentage% uptime guarantee (for SaaS products)
Maintenance Windows: maintenance schedule
8. Data and Privacy
Data Ownership: End-user data owned by: data owner (Reseller/end-users)
Data Storage: data storage (Provider's servers/Reseller's infrastructure/end-user choice)
Data Access: Provider provider data access (has access for support/no access to customer data)
Privacy Compliance: Both parties comply with: privacy regulations (GDPR/CCPA/HIPAA/etc.)
Data Processing Agreement: dpa status (attached as Exhibit A/to be executed separately/not applicable)
Data Security: Provider maintains: security standards (SOC 2/ISO 27001/etc.)
Data Portability: data export (Reseller can export customer data at any time)
Data Retention: data retention policy
9. Intellectual Property
Product Ownership: Provider retains all ownership rights to the Product, including:
- Source code
- Algorithms and processes
- Patents and trade secrets
- Core technology
Reseller Branding: Reseller owns all rights to Reseller's branding and marketing materials
Derivative Works: Any customizations or derivative works: derivative ownership
Trademark Usage: Each party may use the other's trademarks solely as necessary for this Agreement
No Implied Rights: No rights granted except those expressly stated
10. Confidentiality
Confidential Information: Includes:
- Product source code and architecture
- Pricing and business terms
- Customer lists and data
- Technical specifications
- Trade secrets
Obligations: Both parties agree to:
- Maintain confidentiality
- Limit access to need-to-know basis
- Not disclose without written consent
Duration: Survives termination for confidentiality years years
Exceptions: Publicly available information, independently developed, required by law
11. Exclusivity and Non-Compete
Exclusivity: exclusivity status
If exclusive:
- Territory: exclusive territory
- Duration: exclusivity duration
- Minimum performance: exclusivity minimums
- Revocation: Exclusivity terminates if minimums not met
Provider Restrictions: Provider provider compete (may/may not) compete directly with Reseller in territory
Reseller Restrictions: Reseller reseller compete (may/may not) offer competing products
Non-Solicitation: non solicitation years years post-termination, neither party may solicit the other's employees involved in this Agreement
12. Marketing and Lead Generation
Marketing Rights: Reseller may market Product using: marketing methods
Lead Attribution: lead attribution (leads belong to Reseller/shared/Provider retains direct leads)
Marketing Fund: marketing fund (Provider contributes/co-op advertising available/etc.)
Case Studies: case study rights (either party may create with approval)
Partner Badge: Provider may identify Reseller as partner: partner badge
13. Warranties and Disclaimers
Provider Warrants:
- Right to grant licenses hereunder
- Product performs materially as documented
- No infringement of third-party IP rights
- Compliance with applicable laws
Performance Warranty: performance warranty (warranty days days from delivery)
Remedy: If breach of warranty, Provider will repair/replace or refund fees
DISCLAIMER: EXCEPT AS STATED, PRODUCT PROVIDED "AS-IS" WITHOUT WARRANTIES OF ANY KIND
14. Limitation of Liability
Liability Cap: Each party's liability limited to liability cap (fees paid in prior liability period months months/total fees paid/specific amount: specific cap)
No Consequential Damages: Neither party liable for indirect, incidental, special, or consequential damages, lost profits, or business interruption
Exceptions: Liability limitations don't apply to:
- IP infringement
- Confidentiality breaches
- Gross negligence or willful misconduct
15. Indemnification
Provider Indemnifies Reseller: Against claims that Product infringes third-party IP rights
Reseller Indemnifies Provider: Against claims arising from:
- Reseller's marketing or sales practices
- Reseller's modifications to Product
- End-user agreements and relationships
- Reseller's breach of this Agreement
Indemnification Process: Indemnified party must provide prompt notice; indemnifying party controls defense
16. Termination
Termination for Convenience: Either party may terminate with termination notice days days written notice after initial term
Termination for Cause: Immediate termination upon:
- Material breach not cured within cure days days
- Bankruptcy or insolvency
- Non-payment for payment default days days
Effect of Termination:
- Reseller ceases marketing and sales immediately
- Reseller may fulfill existing customer commitments: existing customers (for transition days days/remainder of customer contracts)
- Provider continues supporting existing customers: post termination support
- Final payment due within final payment days days
- Return or destruction of confidential information
Survival: Confidentiality, IP, indemnification, and payment obligations survive termination
17. Dispute Resolution
Governing Law: Laws of governing state
Dispute Process:
- Good faith negotiation
- Mediation in mediation location
- arbitration or litigation (binding arbitration/litigation)
Arbitration Rules: arbitration rules (AAA/JAMS) if applicable
Attorney Fees: Prevailing party entitled to reasonable fees
18. General Provisions
Entire Agreement: Supersedes all prior agreements
Amendments: Must be in writing signed by both parties
Independent Contractors: Parties are independent contractors
Assignment: Neither party may assign without consent, except to successor in merger/acquisition
Notices: In writing to addresses above; email acceptable to: notice emails
Severability: Invalid provisions don't affect remainder
Waiver: Failure to enforce doesn't waive rights
Force Majeure: Neither party liable for delays beyond reasonable control
Counterparts: May be executed in counterparts
19. Signatures
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.
Provider:
Name: provider name
Title: ────────────
Signature: ────────────
Date: ────────────
Company: provider name
Reseller:
Name: ────────────
Title: ────────────
Signature: ────────────
Date: ────────────
Company: reseller name