Free Reseller Agreement

This Reseller Agreement ("Agreement") is entered into on [Date], between [Your Name], located at [Your Company Address] ("Supplier"), and [Reseller's Name], located at [Reseller's Address] ("Reseller"). This Agreement governs the terms and conditions under which the Supplier will appoint the Reseller as a reseller of its goods/services.

1. Product Provision

The Supplier has agreed to supply the Reseller with electronic gadgets of high quality, which will be referred to as the "Products". These Products are intended for sale to the final consumers. The Reseller, on the other hand, acknowledges its role in this agreement. It undertakes to only engage in the resale of Products that it has procured directly from the Supplier. Moreover, the Reseller is also aware that it is not permitted to engage in any modifications, alterations, or rebranding of the Products unless it has obtained prior written consent given by the Supplier.

2. Pricing and Payment Terms

The agreed-upon pricing for any Products provided by the Supplier to the Reseller will be determined and agreed upon jointly, in a written format, through mutual negotiation between the Supplier and the Reseller. Payment for the aforementioned Products by the Reseller should be made to the Supplier within thirty days from the date of receipt of an invoice issued by the Supplier. In situations where there may be delays in payment beyond the thirty days specified, additional interest charges may be incurred, calculated at a rate of one and a half percent for each passing month until the payment is made in full.

3. Distribution and Marketing

The reseller has the responsibility of marketing and promoting the Products in the delineated territory of [territory]. This task requires the reseller to ensure effective distribution of the products within the defined region. Furthermore, the Supplier, upon request, might choose to provide the reseller with promotional materials and support services.

These materials are designed to facilitate the reseller in marketing the products effectively, therefore maximizing sales. As part of this agreement, the reseller commits to adhere to the several branding and marketing guidelines that the Supplier will provide. The reseller acknowledges that these guidelines are essential marketing frameworks developed by the Supplier to ensure a consistent and unified representation of the brand and the products in all marketing efforts. Hence, the reseller willingly agrees to comply with these set regulations.

4. Intellectual Property Rights

The entirety of intellectual property rights that are associated with the Products will persistently remain as the exclusive property of the Supplier. About the reseller, they are conferred with a limited license that cannot be transferred to any other party. This license permits them specifically to utilize the trademarks and logos owned by the Supplier. The use of such trademarks and logos, however, is restricted for the sole purpose of promotion and selling of the Products.

5. Exclusivity

Supplier may grant Reseller exclusivity to sell the Products within a specified territory. In the event of exclusivity, the Reseller agrees to meet minimum sales targets as determined by the Supplier. Exclusivity may be terminated by the Supplier upon written notice for material breach of this Agreement by the Reseller.

6. Insurance

The reseller shall maintain adequate insurance coverage, including general liability insurance, to cover any claims arising from the sale or distribution of the Products. Supplier shall be named as an additional insured on Reseller's insurance policy.

7. Governing Law

This Agreement shall be governed by and construed by the laws of [State], without regard to its conflict of laws principles. Any disputes arising out of or in connection with this Agreement shall be resolved through arbitration in [State], by the rules of the [Arbitration Organization].

8. Agreement Term and Termination

This Agreement shall commence on the Effective Date and continue for an initial term of three (3) years. Either party may terminate this Agreement upon thirty (30) days' written notice for material breach of any provision herein. Upon termination, the Reseller shall cease all sales and distribution of the Products and return any remaining inventory to the Supplier.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date first above written.

[Your Name]

[Date Signed]

[Reseller's Name]

[Date Signed]

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