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A Value Added Reseller Agreement is a legal contract between a manufacturer or supplier and a reseller who adds extra features or services to the original product before selling it to end customers. For example, a software reseller might bundle additional support services or customization with the core product to create a more valuable package.

Under English law, these agreements typically cover key elements like territory rights, pricing structures, intellectual property protections, and service level commitments. The reseller must maintain quality standards while adding their enhancements, and the agreement outlines how profits are shared, performance targets, and both parties' obligations regarding marketing, training, and customer support.

You need a Value Added Reseller Agreement when planning to sell another company's products with your own added enhancements or services. This commonly happens in tech sectors where you might bundle software with custom features, or in manufacturing where you incorporate base products into more specialized solutions.

The agreement becomes essential before starting any resale activities, particularly when investing in product modifications or building a sales strategy. It protects both parties under English commercial law by clearly defining how you can modify and market the original product, your sales territory rights, and revenue-sharing arrangements. Having this agreement in place helps avoid disputes and maintains quality standards throughout the distribution chain.

• Reseller Software Licence: Most Value Added Reseller Agreements in England & Wales follow this software-focused format, which covers intellectual property rights, customisation limits, and technical support obligations. Other common variations include hardware resale agreements (emphasizing warranty and repair terms), service-based agreements (focusing on service level commitments), and industry-specific versions for sectors like telecommunications or healthcare (with specialized compliance requirements and data protection clauses).

• Original Manufacturers/Suppliers: Tech companies, software developers, or product manufacturers who want to expand their market reach through value-added distribution channels.
• Value Added Resellers: Companies that enhance products with additional features, services, or integration capabilities before reselling them to end users.
• Commercial Solicitors: Legal professionals who draft and review these agreements to ensure compliance with English contract law and protect both parties' interests.
• Business Development Teams: Professionals who negotiate terms, territory rights, and commission structures within the agreement's framework.
• Compliance Officers: Internal staff who monitor adherence to quality standards and contractual obligations.

• Product Details: List the original products, permitted modifications, and added services you'll provide.
• Territory Rights: Define your exclusive or non-exclusive sales regions within England & Wales.
• Pricing Structure: Document both purchase prices from the supplier and your intended resale pricing strategy.
• Quality Standards: Outline required certification levels, technical capabilities, and service benchmarks.
• Performance Metrics: Set clear sales targets, customer service levels, and reporting requirements.
• IP Protection: Gather details about trademark usage, modification rights, and confidentiality needs.
• Support Terms: Specify training requirements, technical support arrangements, and warranty obligations.

• Parties & Definitions: Full legal names, registered addresses, and clear definitions of key terms.
• Scope of Rights: Detailed description of products, permitted modifications, and territory limits.
• Commercial Terms: Pricing structure, payment terms, and commission arrangements.
• Quality Control: Standards for product modification, service delivery, and performance metrics.
• IP Rights: Usage permissions, trademark guidelines, and confidentiality obligations.
• Term & Termination: Duration, renewal options, and grounds for early termination.
• Liability & Indemnity: Risk allocation, warranty terms, and insurance requirements.
• Governing Law: Explicit reference to English law and jurisdiction.

A Value Added Reseller Agreement differs significantly from an Affiliate Agreement, though both involve third-party sales relationships. The key distinctions lie in how the selling party interacts with the product and their relationship with customers.

• Product Modification: Value Added Resellers actively enhance or customize the original product, while affiliates simply promote existing products without modification.
• Customer Relationship: Resellers maintain direct relationships with end customers and handle all aspects of sales and support. Affiliates typically just refer customers to the original seller.
• Pricing Control: VARs set their own pricing structures and maintain their own profit margins. Affiliates earn commissions on referrals at rates set by the original seller.
• Legal Obligations: VARs take on greater liability and must maintain quality standards for their modifications. Affiliates have minimal legal exposure beyond marketing compliance.