The Master Reseller Agreement is essential for businesses looking to expand their distribution channels in the Canadian market through authorized resellers. This agreement type is commonly used when a supplier wishes to maintain control over how their products or services are sold while leveraging a reseller's market presence and capabilities. The document provides a comprehensive framework for the supplier-reseller relationship, addressing key aspects such as territory definitions, pricing structures, performance metrics, and compliance with Canadian federal and provincial regulations. It's particularly important in industries where product knowledge, service quality, and brand reputation are crucial. The agreement typically includes detailed schedules that can be updated periodically to reflect changes in products, pricing, or territory without requiring a complete revision of the master agreement.
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1. Parties: Identification of the supplier and reseller entities entering into the agreement
2. Background: Context of the agreement and brief description of the parties' business relationship
3. Definitions: Definitions of key terms used throughout the agreement
4. Appointment and Territory: Terms of reseller appointment and defined territory for operations
5. Rights and Obligations of Reseller: Detailed responsibilities and rights of the reseller
6. Rights and Obligations of Supplier: Detailed responsibilities and rights of the supplier
7. Ordering and Delivery: Process for placing orders and delivery terms
8. Prices and Payment Terms: Pricing structure, payment terms, and related financial conditions
9. Intellectual Property Rights: Protection and usage rights of trademarks, patents, and other IP
10. Confidentiality: Protection of confidential information between parties
11. Term and Termination: Duration of agreement and termination provisions
12. Post-Termination: Obligations and rights after agreement termination
13. Warranties and Indemnities: Product warranties and mutual indemnification provisions
14. General Provisions: Standard legal provisions including governing law, notices, and assignment
1. Minimum Purchase Requirements: Include when specific purchase quotas or targets are required
2. Marketing and Promotion: Include when specific marketing obligations or cooperative advertising are required
3. Training Requirements: Include when reseller must undergo specific product or service training
4. Service Level Requirements: Include when specific service levels must be maintained by reseller
5. Sub-Reseller Rights: Include when reseller is permitted to appoint sub-resellers
6. Insurance Requirements: Include when specific insurance coverage is required
7. Data Protection: Include when personal data processing is involved
8. Export Control: Include when products may be subject to export restrictions
1. Schedule A - Products: List of products/services authorized for resale
2. Schedule B - Territory: Detailed description of authorized sales territory
3. Schedule C - Pricing and Discount Structure: Detailed pricing terms and reseller discount levels
4. Schedule D - Service Level Requirements: Specific service level metrics and requirements
5. Schedule E - Trademark Usage Guidelines: Guidelines for use of supplier's trademarks
6. Schedule F - Technical Support Requirements: Technical support obligations and procedures
7. Appendix 1 - Reporting Templates: Standard forms for required periodic reporting
8. Appendix 2 - Order Forms: Standard forms for placing product orders
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