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White Label Agreement
"I need a white label agreement for a UK-based software product, allowing rebranding and resale by a third party, with a 12-month term, renewal options, and a minimum purchase commitment of £10,000 per quarter. Include IP protection and confidentiality clauses."
What is a White Label Agreement?
A White Label Agreement lets one company sell another company's product or service under their own brand name. Think of it like putting your logo on someone else's goods - the manufacturer creates it, but customers see it as yours. These deals are common in everything from financial services to software, especially among UK businesses looking to expand their offerings quickly.
The agreement covers crucial points like quality standards, intellectual property rights, and who's responsible when things go wrong. Under English law, it must clearly spell out how the original maker stays anonymous while giving the seller the right to rebrand and market the product. The contract also needs to address data protection under UK GDPR, particularly when customer information changes hands.
When should you use a White Label Agreement?
Consider a White Label Agreement when you need to quickly launch new products or services without developing them from scratch. This approach works especially well for financial firms wanting to offer branded payment solutions, software companies expanding their product suite, or retailers adding private-label goods to their range.
These agreements become essential when entering regulated markets in England & Wales where building in-house solutions would require extensive licensing or compliance work. They're particularly valuable when you need rapid market entry, lack technical expertise in a specific area, or want to test new offerings without major infrastructure investment. Just ensure your agreement includes proper risk allocation and meets UK regulatory requirements for your industry.
What are the different types of White Label Agreement?
- White Label Software Agreement: Focuses on licensing and customising existing software platforms, covering source code rights, maintenance obligations, and technical support requirements
- White Label Service Agreement: Used for ongoing business services like payment processing or customer support, emphasising service levels and operational standards
- White Label Mobile App Agreement: Specifically designed for mobile applications, addressing app store compliance, user data protection, and regular updates
Who should typically use a White Label Agreement?
- Service Providers: Create and deliver the actual product or service, maintaining quality standards while staying behind the scenes as the white label supplier
- Brand Owners: Purchase white label solutions to expand their product range, managing customer relationships and marketing under their own brand
- Commercial Solicitors: Draft and negotiate White Label Agreements, ensuring compliance with UK regulations and protecting both parties' interests
- Compliance Officers: Monitor adherence to regulatory requirements, especially in regulated sectors like financial services or healthcare
- Quality Assurance Teams: Oversee product standards and maintain consistency across white labelled offerings
How do you write a White Label Agreement?
- Business Details: Gather both parties' full legal names, registered addresses, and company numbers for proper identification
- Service Scope: Define exact products or services covered, quality standards, and delivery timelines
- Branding Rules: Document permitted use of trademarks, logos, and marketing materials
- Payment Terms: Outline pricing structure, payment schedules, and any revenue-sharing arrangements
- Compliance Check: Review industry-specific regulations and data protection requirements
- Support Details: Specify maintenance obligations, customer service responsibilities, and problem resolution procedures
- Exit Strategy: Plan termination conditions and post-agreement obligations
What should be included in a White Label Agreement?
- Party Details: Full legal names, registered addresses, and company registration numbers of both provider and reseller
- Service Description: Detailed scope of white-labelled products or services, including quality standards and specifications
- Intellectual Property: Clear terms on ownership, licensing rights, and permitted brand usage
- Confidentiality: Protection of trade secrets and sensitive business information
- Data Protection: GDPR compliance measures and data processing responsibilities
- Liability Limits: Indemnification terms and insurance requirements under English law
- Termination Rights: Clear exit provisions and post-termination obligations
What's the difference between a White Label Agreement and an Agency Agreement?
A White Label Agreement differs significantly from an Agency Agreement, though both involve one business representing another's interests. The key distinctions lie in branding rights, liability structures, and operational control.
- Branding Control: White Label Agreements allow complete rebranding of products or services as your own, while Agency Agreements require you to represent the principal's brand directly
- Legal Relationship: Under a White Label Agreement, you're buying a product to resell independently; with Agency Agreements, you're acting as a legal representative of the principal
- Customer Relationships: White Label providers remain invisible to end customers, whereas agents openly acknowledge their principal relationship
- Liability Structure: White Label deals typically involve clearer separation of liability between parties, while agencies often share liability with their principals under English law
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