Non-Exclusive Agreement Template

Non-Exclusive Agreement Template

This Non-Exclusive Agreement (“Agreement”) is made as of [Effective Date].

1. Parties

Provider
Legal Name: [Provider Legal Name]
Entity Type: [Provider Entity Type]
Registration or Company Number: [Provider Registration Number]
Registered Address: [Provider Registered Address]
Mailing Address (if different): [Provider Mailing Address]
Email: [Provider Email Address]
Phone: [Provider Phone Number]

Partner
Legal Name: [Partner Legal Name]
Entity Type: [Partner Entity Type]
Registration or Company Number: [Partner Registration Number]
Registered Address: [Partner Registered Address]
Mailing Address (if different): [Partner Mailing Address]
Email: [Partner Email Address]
Phone: [Partner Phone Number]

2. Background

Provider offers certain products and/or services described in this Agreement.
Partner wishes to promote, resell, distribute, or refer those products and/or services on a non-exclusive basis in the Territory, and Provider is willing to appoint Partner for that purpose under the terms of this Agreement.

3. Definitions

For this Agreement:

• “Products/Services” means the products and/or services listed in Section 4.

• “Territory” means the geographic area and/or customer segment listed in Section 5.

• “End Customer” means any customer that purchases Products/Services under this Agreement.

4. Products and Services

The Products/Services covered by this Agreement are:

Product/Service Names: [List of Products/Services]
Description: [Short Description of Products/Services]

The parties may update this list in writing or by adding a signed schedule to this Agreement.

5. Territory and Channels

Territory: [Territory Description]

Sales or Marketing Channels (if applicable): [Channels, such as online, retail, wholesale, enterprise, or other]

6. Non-Exclusive Appointment

6.1 Appointment

Provider appoints Partner, and Partner accepts appointment, to market, promote, and, if applicable, resell or refer the Products/Services to End Customers in the Territory and channels described in this Agreement.

6.2 Non-Exclusive Nature

The parties agree that this Agreement is non-exclusive. Unless expressly stated otherwise in this Agreement:

• Provider may appoint other partners, distributors, resellers, or agents in the Territory.

• Provider may sell or provide the Products/Services directly to any End Customer in the Territory.

• Partner has no exclusive rights to any customer or account.

7. Term

Initial Term: [Length of Initial Term]

The Initial Term begins on [Start Date] and ends on [End Date].

After the Initial Term, this Agreement will:

☐ Automatically renew for successive periods of [Renewal Term Length] unless either party provides written notice of non-renewal at least [Number] days before the end of the then-current term.

☐ End automatically unless renewed in writing by both parties.

8. Partner Responsibilities

Partner will:

• Actively promote the Products/Services in the Territory.

• Use reasonable efforts to generate leads, sales, or referrals, as applicable.

• Conduct its business in a professional manner and in line with Provider’s brand and product guidelines shared in writing.

• Comply with all applicable laws and regulations relating to marketing, sale, and distribution of the Products/Services in the Territory.

• Avoid making promises or representations about the Products/Services that are inconsistent with Provider’s written documentation.

• Provide Provider with reasonable reports on sales, leads, or activities, if requested, at intervals agreed by the parties.

9. Provider Responsibilities

Provider will:

• Supply Products/Services to End Customers or to Partner, as agreed, according to Provider’s standard order, delivery, and service procedures.

• Provide Partner with current product information, pricing information, and marketing materials as reasonably needed.

• Provide commercially reasonable support to Partner regarding the Products/Services, in line with Provider’s policies.

10. Pricing, Commissions, and Payment

10.1 Pricing

The pricing model between Provider, Partner, and End Customers will be:

☐ Reseller Model
Provider sells Products/Services to Partner at Partner Purchase Prices, and Partner resells to End Customers at Partner’s chosen prices.

☐ Referral / Commission Model
Provider sells directly to End Customers, and Partner receives commissions based on eligible sales.

Partner Purchase Prices, End Customer Prices, or commission rates are described here or in an attached schedule:

[Pricing or Commission Schedule Reference]

10.2 Payment Terms

Payment terms depend on the chosen model:

• If Partner buys from Provider:

  • Payment Terms: [Payment Terms]

  • Payment Method: [Payment Method]

• If Partner receives commissions:

  • Commission Basis: [Basis, such as net revenue or contract value]

  • Commission Rate: [Commission Rate]

  • Payment Timing: [Timing, such as monthly or quarterly]

11. Relationship of the Parties

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, franchise, employment, or agency relationship between Provider and Partner.

Partner has no authority to bind Provider to any contract with End Customers or other parties, unless Provider gives prior written authorization.

12. Intellectual Property

Provider retains all rights, title, and interest in and to its trademarks, trade names, logos, designs, copyrights, patents, trade secrets, and other intellectual property related to the Products/Services.

Provider grants Partner a limited, non-exclusive, non-transferable license, during the term of this Agreement and within the Territory, to use Provider’s trademarks and marketing materials solely for marketing and promoting the Products/Services under this Agreement, subject to Provider’s written guidelines.

Partner will not:

• Register or attempt to register any trademark, domain name, or social media handle that is identical or confusingly similar to Provider’s marks.

• Modify Provider’s trademarks or logos.

• Remove or obscure proprietary notices on Provider’s materials.

13. Confidentiality

Each party may receive confidential or proprietary information from the other party in connection with this Agreement. Each party agrees to:

• Keep such information confidential.

• Use such information only for purposes of performing this Agreement.

• Disclose such information only to employees, contractors, or advisors who need to know it and who are bound by confidentiality obligations.

These obligations continue for [Number] years after termination or expiry of this Agreement, except for information that becomes public through no fault of the receiving party.

14. Warranties and Disclaimers

Provider may offer certain warranties directly to End Customers as set out in its standard documentation.

Except for any express warranties stated in this Agreement or Provider’s standard documentation and to the extent permitted by law, each party disclaims all other warranties, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

15. Limitation of Liability

To the extent permitted by law:

• Neither party is liable to the other for indirect, consequential, incidental, or punitive damages, including lost profits or lost business opportunities, arising out of or relating to this Agreement.

• Each party’s aggregate liability to the other under this Agreement is limited to an amount equal to [Liability Cap], except for:

  • Unpaid amounts owed under this Agreement;

  • Confidentiality breaches;

  • Misuse of intellectual property;

  • Liability that cannot be limited under applicable law.

16. Termination

16.1 Termination for Cause

Either party may terminate this Agreement immediately by written notice if the other party:

• Materially breaches this Agreement and does not cure the breach within [Number] days after receiving written notice describing the breach; or

• Becomes insolvent, enters bankruptcy or similar proceedings, or ceases to conduct business in the ordinary course.

16.2 Termination for Convenience (If Used)

If selected, either party may terminate this Agreement without cause by providing at least [Number] days’ written notice to the other party:

☐ This provision applies
☐ This provision does not apply

17. Effects of Termination

Upon termination or expiry of this Agreement:

• Partner’s appointment under this Agreement ends and the relationship remains non-exclusive throughout the term.

• Partner will stop using Provider’s trademarks and marketing materials, except as needed to complete any ongoing, approved obligations that the parties agree in writing to finish.

• Each party will return or destroy confidential information of the other party upon request, subject to any legal record-keeping requirements.

• Any amounts owed under this Agreement remain payable according to the agreed payment terms.

• Any provisions stated to survive termination and any that by their nature should survive (including confidentiality, intellectual property ownership, and limitation of liability) will remain in effect.

18. Governing Law and Dispute Resolution

Governing Law: [State/Province, Country]

Dispute Resolution: [Dispute Resolution Method]

Before starting formal legal proceedings, the parties will attempt in good faith to resolve any dispute through discussions between senior representatives.

19. Notices

Any notice or other communication under this Agreement must be in writing and sent to the addresses or email addresses listed in Section 1, or to any updated address notified in writing.

Permitted delivery methods:

• Personal delivery or courier

• Registered or certified mail

• Email with reasonable evidence of sending

20. Assignment

Neither party may assign or transfer this Agreement without the prior written consent of the other party, except to a successor in interest in connection with a merger, reorganization, or sale of substantially all of its assets, provided the successor agrees in writing to be bound by this Agreement.

21. Entire Agreement and Amendments

This Agreement contains the entire understanding between the parties regarding the non-exclusive relationship for the Products/Services in the Territory and supersedes all prior written or oral understandings on this subject.

Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

22. Severability

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect. The invalid provision will be interpreted or, if necessary, adjusted to the minimum extent required to make it enforceable while preserving its intent, to the extent permitted by law.

Signatures

Provider:
Signature: _______________________________
Printed Name: [Provider Signatory Name]
Title: [Provider Signatory Title]
Date: [Date Signed by Provider]

Partner:
Signature: _______________________________
Printed Name: [Partner Signatory Name]
Title: [Partner Signatory Title]
Date: [Date Signed by Partner]

Witnesses (If Used)

Witness 1:
Signature: _______________________________
Printed Name: [Witness 1 Full Name]
Address: [Witness 1 Address]
Date: [Date Signed by Witness 1]

Witness 2 (if required):
Signature: _______________________________
Printed Name: [Witness 2 Full Name]
Address: [Witness 2 Address]
Date: [Date Signed by Witness 2]

Notary Acknowledgment (If Required)

State/Province of [State/Province]
County of [County]

On [Notarization Date], before me, [Notary Full Name], a Notary Public, personally appeared [Provider Signatory Name] and [Partner Signatory Name], who proved their identities on the basis of satisfactory evidence and acknowledged that they executed this Non-Exclusive Agreement for the purposes stated in it.

Notary Public Signature: _______________________________
Notary Public Printed Name: [Notary Full Name]
My Commission Expires: [Commission Expiration Date]
Notary Seal: ☐