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Master Reseller Agreement

Master Reseller Agreement Template for Hong Kong

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Key Requirements PROMPT example:

Master Reseller Agreement

"I need a Master Reseller Agreement governed by Hong Kong law for my software company, allowing the reseller to appoint sub-distributors in mainland China and including source code escrow provisions, with the agreement to commence from January 2025."

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Document background
The Master Reseller Agreement is a critical commercial contract used when a supplier wishes to appoint another business entity as their primary reseller or distributor for specified products or services. This agreement is particularly important in Hong Kong's business environment, where many companies serve as distribution hubs for the Asia-Pacific region. The document establishes the reseller's rights to market, sell, and potentially appoint sub-distributors, while protecting the supplier's interests through carefully structured terms regarding intellectual property, pricing, and territory restrictions. It includes provisions compliant with Hong Kong law, including the Competition Ordinance and Trade Descriptions Ordinance, making it suitable for both local and international trade relationships. The agreement is especially relevant for businesses using Hong Kong as a gateway for distribution into mainland China or other Asian markets.
Suggested Sections

1. Parties: Identification of the supplier and reseller with full legal names and addresses

2. Background: Context of the agreement and brief description of the parties' businesses

3. Definitions: Definitions of key terms used throughout the agreement

4. Appointment and Territory: Scope of reseller appointment and defined territorial limits

5. Reseller Rights and Obligations: Core responsibilities and rights of the reseller

6. Supplier Rights and Obligations: Core responsibilities and rights of the supplier

7. Ordering and Delivery: Procedures for placing orders and delivery terms

8. Prices and Payment: Pricing structure, payment terms, and invoicing procedures

9. Intellectual Property: IP ownership, licenses, and usage rights

10. Confidentiality: Protection and handling of confidential information

11. Term and Termination: Duration of agreement and termination provisions

12. Post-Termination: Obligations and rights after agreement termination

13. Warranties and Indemnities: Warranties provided by each party and indemnification obligations

14. Limitation of Liability: Limitations on parties' liability under the agreement

15. General Provisions: Standard boilerplate clauses including governing law, notices, etc.

Optional Sections

1. Marketing and Promotion: Specific requirements for marketing activities and brand promotion - include when reseller has marketing obligations

2. Training Requirements: Training obligations for reseller staff - include when products require technical expertise

3. Performance Targets: Minimum performance requirements - include when specific sales targets are required

4. Customer Support: Support service requirements - include when reseller must provide direct customer support

5. Insurance: Insurance requirements - include when specific coverage is needed due to product nature

6. Data Protection: Specific data protection obligations - include when personal data processing is involved

7. Anti-Corruption: Anti-corruption and compliance provisions - include for international distribution

8. Non-Competition: Non-compete provisions - include when exclusivity is granted

9. Source Code Escrow: Software source code escrow provisions - include for software products

Suggested Schedules

1. Products Schedule: List of approved products for resale with specifications

2. Price List: Detailed pricing structure and reseller discounts

3. Territory Definition: Detailed description of authorized sales territory

4. Service Level Agreement: Detailed service levels and support requirements

5. Technical Requirements: Technical specifications and requirements for product handling

6. Trademark Usage Guidelines: Guidelines for using supplier's trademarks and branding

7. Performance Metrics: Detailed performance targets and measurement criteria

8. Approved Sub-resellers: List of approved sub-resellers if applicable

9. Return and Warranty Procedures: Detailed procedures for product returns and warranty claims

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈË°æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions



































Clauses






































Relevant Industries

Technology

Software

Electronics

Telecommunications

Consumer Goods

Industrial Equipment

Medical Devices

Automotive Parts

Fashion and Luxury Goods

IT Distribution

Retail

Manufacturing

Relevant Teams

Legal

Sales

Commercial

Business Development

Operations

Procurement

Compliance

Channel Management

Distribution

Partner Relations

Relevant Roles

Chief Executive Officer

Commercial Director

Sales Director

Channel Manager

Distribution Manager

Legal Counsel

Contract Manager

Business Development Manager

Operations Director

Chief Commercial Officer

Procurement Manager

Compliance Officer

General Counsel

Regional Sales Manager

Partner Manager

Industries









Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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