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White Label Agreement Template – California
Structure a provider–reseller deal with clear branding rights, commercial terms, and orderly termination.
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White Label Agreement Template
1. Branding and Intellectual Property
Provider retains all right, title, and interest in the products/services, underlying technology, designs, processes, and know-how, whether existing before or developed during the Term.
Reseller may market and sell the products/services under the Reseller brand identified as [Reseller Brand Name(s)] and shall not use Provider trademarks or identifying marks except as expressly approved in writing in [Approved Use List].
Reseller shall not reverse-engineer, copy, decompile, or disclose Provider proprietary methods except as permitted in [Permitted Disclosure Scope].
2. Parties and Purpose
This White Label Agreement (the “Agreement”) is entered into on [Date] by and between Provider/Manufacturer: [Full Legal Name / Company Name], and Reseller/Brand Owner: [Full Legal Name / Company Name] (together, the “Parties”).
Provider Address: [Address]; Contact: [Phone, Email]. Reseller Address: [Address]; Contact: [Phone, Email].
3. Appointment and Territory
Provider grants Reseller the right to market, distribute, and sell the products/services under the Reseller brand within [Territory], subject to the restrictions and channels listed in [Permitted Sales Channels].
Exclusivity: [Exclusive/Non-Exclusive]. Minimum commitment, if any: [Minimum Units/Revenue or “None”].
4. Products and Fulfillment
The products/services covered by this Agreement are described in Schedule A: [Product/Service List].
Forecasting and availability: [Forecast Schedule], [Lead Times], and [Backorder Rules]. Delivery method: [Shipment/Access/Provisioning Method].
5. Quality and Support
Provider will deliver products/services that conform to the specifications in [Specifications/Service Description] and meet the quality standards in [Quality Standards].
Reseller is responsible for customer-facing support and brand messaging, except for the Provider support described in Schedule C: [Support Terms].
6. Commercial Terms
Pricing is set out in Schedule B: [Pricing Terms]. Payment terms: [Net X days from invoice]. Invoicing method: [Invoice Delivery Method].
Price changes require [X days] written notice and apply to [New Orders Only/All Orders After Effective Date], subject to [Customer Commitments/Grandfathering Terms].
7. Legal Terms
Confidentiality applies to all non-public business, technical, and financial information disclosed under this Agreement (“Confidential Information”), subject to the exceptions in [Confidentiality Exceptions].
Warranties: Provider warrants that products/services are free from material defects and comply with the specifications in [Specifications] for [Warranty Period]. Remedies: [Repair/Replace/Re-perform/Refund].
Limitation of liability: each Party’s aggregate liability is limited to direct damages not exceeding [Cap Amount] or the amounts paid under this Agreement in the prior [12] months, whichever is [Higher/Lower], and neither Party is liable for consequential damages.
Term: the Agreement begins on [Start Date] and continues for [X years] unless terminated earlier. Termination for material breach requires [30/60] days’ written notice and an opportunity to cure of [Cure Period].
Governing law: State of California. Notices: [Notice Method(s)] to the addresses above or to updated addresses by written notice. Entire agreement and severability apply.
8. Brand Asset and Deliverables Checklist
The Parties will maintain the following checklist for brand assets and deliverables:
Item | Identifier | Provided By | Delivery Method/Link | Retention Period |
[Brand Guidelines] | [Doc ID/Version] | [Provider/Reseller] | [Link/Method] | [Period] |
[Packaging/Labels] | [SKU/Revision] | [Provider/Reseller] | [Link/Method] | [Period] |
[Product Images] | [File Set ID] | [Provider/Reseller] | [Link/Method] | [Period] |
[Documentation] | [Doc Set ID] | [Provider/Reseller] | [Link/Method] | [Period] |
9. Confidential Material Handling and Access
Authorized repositories and access methods: [Repository/Drive/Portal], [Access Roles], [Credential Issuance Method]. Source materials provided by Provider, if any: [Source Materials].
Return or destruction at end of Term: [Return/Destroy/Archive Terms], including retention of records for [Retention Period].
10. Issue Classification and Remedy Track
Issue types and severity are defined as [Issue Category → Subtype + Severity Scale], and the Parties will route issues through [Escalation Path] with response targets of [Response Times].
Corrective actions will be recorded in [Corrective Actions Log Identifier/Link] and tracked until closure.
11. Signatures
Provider/Manufacturer: [Company Name]
By: ____________________________ Date: ____________________________
Name/Title: [Name/Title]
Reseller/Brand Owner: [Company Name]
By: ____________________________ Date: ____________________________
Name/Title: [Name/Title]
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Learn more about
White Label Agreement Template – California
Click below for detailed info on the template.
For quick answers, scroll below to see the FAQ.
Click below for detailed info on the template.
For quick answers, scroll below to see the FAQ.
California White Label Agreement Template FAQ
Who owns the underlying product and technology in a white label relationship?
In most white label arrangements, the provider keeps ownership of the underlying product, platform, designs, and know-how, while the reseller owns its brand, customer relationships, and marketing materials. The agreement should be explicit about what the reseller is allowed to rebrand (labels, UI, documentation) and what remains off-limits (provider trademarks, source code, proprietary methods). If there is any customization or new work, it helps to spell out whether it is treated as provider IP, reseller IP, or a licensed deliverable tied to the fees paid.
Can the reseller request changes or custom features?
Yes, but “white label” usually implies limited customization. If changes are allowed, the agreement should separate standard updates from paid change requests, and define how changes are scoped and approved. Common approaches include a written change request, an estimate, and an acceptance step before deployment or shipment. If the reseller needs a specific roadmap commitment, it should be captured as a dated deliverable or milestone rather than a general promise. AI Lawyer can help you structure the change-request language so it stays clear without turning the contract into a long project plan.
What records should be kept for branding files and deliverables?
A frequent dispute is not about whether something was delivered, but whether the right version was delivered and approved. A simple checklist (asset name, identifier/version, who provided it, and the link or transfer method) reduces that risk. It also helps to define where files are stored, who can access them, and how credentials are issued or revoked. If either party needs to keep records for a period after termination, the agreement should state retention duration and whether records are archived, returned, or destroyed.
What happens if the products or services fail to meet quality standards?
The agreement should define what counts as a defect or nonconformity and what the provider’s remedy is — repair, replacement, re-performance, or refund. It also helps to include a short timeline for reporting issues and a process for investigating and confirming them. If the reseller is doing customer support, make sure the reseller can escalate to the provider quickly and get the information needed to resolve customer-facing problems. A classification method (category, subtype, severity) can keep the remedy process consistent across different kinds of issues.
Can the reseller sell through online marketplaces and multiple channels?
It can, but the contract should list permitted channels and any restrictions, especially if the provider sells elsewhere or wants to protect certain accounts. Channel rules can also address bundling, private-label packaging, and whether the reseller can appoint sub-resellers or affiliates. If the territory is broader than a single region, the agreement should clarify whether “territory” includes online sales, inbound orders from outside the territory, and cross-border fulfillment. Being specific here prevents later arguments about “unauthorized” distribution.
How should price increases be handled without disrupting customer commitments?
A workable clause usually pairs a written notice period with a clear rule about when the new price applies. Many parties apply increases only to new orders after the effective date, while honoring existing customer commitments for a defined time. If the reseller sells subscriptions or long-term service plans, consider whether price changes can flow through mid-term or only at renewal. The agreement can also describe currency, taxes, shipping, and pass-through costs so the “price” means the same thing to both parties when invoices start arriving.
What should happen when the agreement ends?
Termination should trigger a clean wind-down: stopping use of the provider’s materials, ceasing new sales if required, and handling open orders, customer support, and outstanding invoices. If the reseller has branded inventory or active customers, the contract can define a short transition period to avoid confusion and protect end users. It should also state what happens to confidential information and credentials, and whether the reseller can keep archived records for accounting or compliance purposes. A clear exit plan reduces the risk of brand-mixing and customer complaints after termination.
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