The Reseller Partnership Agreement is essential for businesses looking to expand their distribution network in Nigeria through authorized resellers or distributors. This document is particularly relevant when a company wants to establish a formal relationship with partners who will sell their products or services to end customers. It's designed to comply with Nigerian legislation, including the Companies and Allied Matters Act 2020 and the Federal Competition and Consumer Protection Act 2018. The agreement typically includes detailed provisions for territory definition, pricing structures, performance targets, and brand protection measures. It's commonly used when entering new markets, launching new products, or restructuring distribution networks, and provides legal protection for both parties while ensuring clear operational guidelines.
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1. Parties: Identification and details of the supplier/manufacturer and reseller
2. Background: Context of the agreement and business relationship
3. Definitions: Key terms used throughout the agreement
4. Appointment and Territory: Scope of reseller appointment and defined geographic territory
5. Rights and Obligations: Core responsibilities of both parties
6. Terms of Sale: Commercial terms including pricing, ordering, and payment
7. Intellectual Property Rights: Usage rights for trademarks, logos, and other IP
8. Confidentiality: Protection of confidential information and trade secrets
9. Compliance: Regulatory compliance and legal requirements
10. Term and Termination: Duration, renewal, and termination conditions
11. Warranties and Indemnities: Product warranties and mutual indemnification
12. Dispute Resolution: Process for handling disputes and applicable law
13. General Provisions: Standard boilerplate clauses including notices, assignment, and amendments
1. Minimum Purchase Requirements: Include when there are specific sales targets or minimum order quantities
2. Marketing and Promotion: Include when parties share marketing responsibilities and costs
3. Training and Support: Include when supplier provides technical or sales training
4. Non-Competition: Include when restricting reseller from selling competing products
5. Data Protection: Include when substantial customer data sharing is involved
6. Import/Export: Include for international trade relationships
7. Insurance: Include when specific insurance requirements are needed
8. Service Level Agreement: Include when specific performance metrics are required
1. Schedule 1 - Products: List of authorized products for resale
2. Schedule 2 - Territory: Detailed description of geographic territory and any exclusions
3. Schedule 3 - Pricing and Payment Terms: Price lists, discounts, and payment conditions
4. Schedule 4 - Performance Targets: Sales targets and performance metrics
5. Schedule 5 - Technical Requirements: Technical specifications and requirements
6. Schedule 6 - Brand Guidelines: Rules for using supplier's branding and marketing materials
7. Appendix A - Order Process: Detailed ordering and fulfillment procedures
8. Appendix B - Returns Policy: Procedures for handling product returns and warranties
Authors
Relevant legal definitions
Clauses
Relevant Industries
Technology
Consumer Goods
Electronics
Automotive
Manufacturing
Telecommunications
Healthcare
Industrial Equipment
Software
Retail
FMCG
Construction Materials
Agricultural Products
Pharmaceuticals
Relevant Teams
Legal
Sales
Commercial
Business Development
Operations
Procurement
Distribution
Partner Relations
Compliance
Supply Chain
Channel Management
Relevant Roles
Sales Director
Commercial Manager
Business Development Manager
Channel Manager
Legal Counsel
Procurement Manager
Distribution Manager
Partner Relations Manager
Chief Commercial Officer
Operations Director
Compliance Officer
Contract Manager
Regional Sales Manager
Supply Chain Manager
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