The Reseller Partnership Agreement is essential for businesses seeking to establish distribution channels in Saudi Arabia through local or regional resellers. This document is particularly crucial given Saudi Arabia's specific legal requirements for commercial agency and distribution relationships, including compliance with both civil law and Sharia principles. The agreement typically covers appointment terms, territorial rights, performance obligations, pricing structures, and compliance requirements. It's commonly used when a manufacturer or supplier wants to expand their market presence in Saudi Arabia without establishing their own direct sales operation, or when local regulations require working with authorized Saudi distributors. The agreement must be carefully structured to comply with Saudi Commercial Agency Law (Royal Decree No. M/11 of 1962) and related regulations, while also addressing practical business considerations such as exclusivity, minimum purchase requirements, and marketing obligations.
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1. Parties: Identification of the supplier/manufacturer and the reseller, including full legal names, addresses, and registration details
2. Background: Context of the agreement, brief description of both parties' businesses, and their intention to enter into a reseller relationship
3. Definitions: Detailed definitions of key terms used throughout the agreement, including Products, Territory, Intellectual Property Rights, etc.
4. Appointment and Territory: Terms of reseller appointment, territory definition, and whether the appointment is exclusive or non-exclusive
5. Rights and Obligations of the Reseller: Detailed responsibilities including sales targets, marketing obligations, customer service standards, and reporting requirements
6. Rights and Obligations of the Supplier: Supplier's commitments regarding product supply, support, training, and marketing assistance
7. Ordering and Delivery: Procedures for ordering products, delivery terms, acceptance testing, and return policies
8. Prices and Payment: Pricing structure, payment terms, currency, and payment methods (ensuring Sharia compliance)
9. Intellectual Property Rights: Protection and usage rights of trademarks, patents, and other IP
10. Confidentiality: Protection of confidential information and trade secrets
11. Term and Termination: Duration of agreement, renewal terms, and termination conditions
12. Post-Termination: Rights and obligations of parties after agreement termination
13. Governing Law and Dispute Resolution: Specification of Saudi law as governing law and dispute resolution mechanisms
1. Product Training and Support: Detailed terms for technical training and support - include if complex products are involved
2. Marketing and Promotion: Specific marketing requirements and cost-sharing arrangements - include if joint marketing is planned
3. Minimum Purchase Requirements: Specific quotas and minimum purchase obligations - include if volume commitments are required
4. E-commerce Terms: Online sales regulations and requirements - include if online sales are permitted
5. Sub-reseller Rights: Terms for appointing sub-resellers - include if sub-reselling is allowed
6. Import/Export Compliance: Specific import/export requirements - include for international trade
7. Data Protection: Data handling and privacy requirements - include if personal data processing is involved
8. Insurance Requirements: Specific insurance coverage requirements - include for high-value products
1. Schedule 1 - Products: Detailed list of products covered by the agreement, including specifications and prices
2. Schedule 2 - Territory: Detailed description of the geographic territory, including any excluded areas
3. Schedule 3 - Performance Targets: Specific sales targets and performance metrics
4. Schedule 4 - Commission Structure: Detailed breakdown of commission rates and calculation methods
5. Schedule 5 - Technical Requirements: Technical specifications and requirements for product handling and storage
6. Schedule 6 - Service Level Agreement: Detailed service level requirements and response times
7. Appendix A - Trademark Usage Guidelines: Guidelines for using supplier's trademarks and branding
8. Appendix B - Reporting Templates: Standard forms for regular reporting requirements
Authors
Relevant legal definitions
Clauses
Relevant Industries
Technology and Electronics
Automotive
Consumer Goods
Industrial Equipment
Medical Devices
Telecommunications
Software and IT Services
Manufacturing
Fashion and Luxury Goods
Building Materials
Agricultural Products
Pharmaceuticals
Relevant Teams
Legal
Sales
Commercial
Business Development
Operations
Finance
Compliance
Supply Chain
Partner Relations
Distribution
Relevant Roles
Chief Executive Officer
Commercial Director
Sales Director
Business Development Manager
Channel Manager
Legal Counsel
Compliance Officer
Operations Director
Supply Chain Manager
Finance Director
Regional Sales Manager
Contract Manager
Distribution Manager
Partner Relations Manager
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