A reseller agreement (also called a reseller contract) is the deal paper that lets another company sell, introduce, or fulfill your B2B SaaS or software. It sets who owns the customer, where they can sell, how pricing and branding work, and what happens when the relationship ends.

Before you sign, run a reseller deal checklist: the paper itself, then the supporting docs a counterparty will ask for. Deals stall when proof is scattered — keep a list of what is missing, not a last-minute folder dump.

Reseller agreement checklist

Use this list to see what is complete and what is still open before the deal moves. Check each row; leave open items visible until they close.

  • Deal paper — signed or draft reseller agreement / reseller contract
  • MSA excerpts, price sheets, and any SOWs — the attachments the agreement points to
  • Corporate & formation — certificate of incorporation, bylaws, board consents
  • Cap table & equity — fully diluted ownership on one ledger; see Cap table
  • Financials & tax — statements, returns, and supporting schedules
  • Material contracts — customer, vendor, and partnership agreements that matter to the deal
  • IP assignments — proof the company owns what it builds

Close what is missing before the other side finds it. Keep files in Google Drive or OneDrive and link them into the diligence room when review starts. Start free on Founders ($0 forever), or talk to us about partnering if you carry many companies.

Reseller contract (same instrument)

Reseller contract and reseller agreement usually mean the same deal paper. The labels differ; the job does not. This page covers both.

  • Parties, territory, and exclusivity (or non-exclusivity)
  • Products and services in scope; co-brand vs white-label (Diligence Ready partners use a co-branded portal on Standard)
  • Pricing, payment, and audit rights (talk through partner terms separately — see For Partners)
  • IP, trademarks, and branding scope
  • Compliance, data protection, and customer ownership
  • Term, termination, and transition / wind-down

Core sections of a reseller agreement

Walk the paper section by section before you sign. Flag gaps early — unclear customer ownership and missing audit language are the usual traps.

  • Parties & territory — who can sell where, and whether the grant is exclusive
  • Scope — which products, editions, and services are in; what is out
  • Brand & packaging — co-brand, white-label mention only, or vendor brand; Diligence Ready partners use a co-branded portal on Standard
  • Commercials — price sheets, payment timing, reporting, and audit rights
  • IP & trademarks — license limits, brand-use rules, and what happens on exit
  • Compliance & data — privacy, security commitments, and who owns end-customer data
  • Term & exit — notice, transition assistance, and who keeps the customer relationship

Diligence adjacency: the data room

A data room (virtual data room / VDR is fine language) is a secure, organized place for diligence documents. Diligence Ready's diligence room includes a built-in checklist, docs linked to records, and gated role-based access. Files stay in Google Drive or OneDrive. Share with per-recipient links and a one-time code; watermarking; downloads off by default; revoke mid-session. Every action lands on the audit trail.

Common pitfalls

  • Unclear customer ownership after the deal closes
  • Missing audit or reporting language
  • Branding scope creep beyond what the paper allows
  • No plan for mid-deal diligence requests — checklist and open items go cold

FAQ

Is a reseller contract different from a reseller agreement?

Usually the same instrument. This page covers both labels so founders and operators land in one place.

Do I need a data room for a reseller deal?

When investor or enterprise diligence shows up, yes — keep the room built with a checklist of what's missing. Start free on Founders.

Founders is $0 forever — see Pricing. If you advise or resell across many companies, Talk to us about partnering on For Partners.