White Label Agreement Template
1. Commercial Terms (Pricing, Orders, and Payment)
Pricing is set out in Schedule B: [Pricing Terms], including [Unit Price/Usage Fees], [Taxes/Shipping], and [Pass-Through Costs].
Ordering method: [Purchase Orders/Online Portal/Email Orders]. Invoicing schedule: [Per Order/Monthly]. Payment terms: [Net X days].
Disputed invoices must be raised within [Dispute Window] and parties will reconcile within [Reconciliation Period].
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] (the “Parties”).
Provider Address: [Address]; Contact: [Phone, Email]. Reseller Address: [Address]; Contact: [Phone, Email].
3. Products/Services and Supply
The products/services covered by this Agreement are described in Schedule A: [Product/Service List].
Availability and delivery: [Lead Times], [Minimum Order Quantity], and [Fulfillment Method]. Changes to the product/service list require [Written Approval Method].
4. Appointment, Territory, and Channel Rules
Provider grants Reseller the right to market, distribute, and sell the products/services under Reseller branding in [Territory] through [Permitted Channels].
Restrictions: [Restricted Accounts/Industries], [No Reverse Engineering], and [No Use of Provider Marks Except Approved].
5. Quality, Support, and Customer-Facing Responsibilities
Provider will deliver products/services that materially conform to [Specifications] and meet [Quality Standards].
Reseller is responsible for marketing, branding, and customer support, except for Provider support described in Schedule C: [Support Terms].
6. Branding and Intellectual Property
Reseller may use the Reseller brand identified as [Reseller Brand Name(s)] on the products/services and related marketing materials, subject to approval rules in [Brand Approval Process].
Provider retains ownership of all underlying technology, designs, and intellectual property. Reseller shall not copy, decompile, or disclose Provider proprietary methods except as permitted in [Permitted Disclosure Scope].
7. Legal Terms
Confidentiality applies to non-public information disclosed under this Agreement, subject to [Confidentiality Exceptions].
Warranties: Provider warrants products/services are free from material defects for [Warranty Period] and will remedy confirmed defects by [Repair/Replace/Re-perform/Refund].
Limitation of liability: each Party’s aggregate liability is limited to direct damages not exceeding [Cap Amount] or fees paid in the prior [12] months, and neither Party is liable for consequential damages.
Term: begins [Start Date] and continues for [X years]. Either Party may terminate for material breach with [30/60] days’ written notice and [Cure Period].
Governing law: State of New York. Entire agreement, notices, and severability apply.
The Parties designate the following contacts for approvals, notices, and operational decisions:
Function | Name/Role | Email/Phone | Approval Scope | Backup Contact |
[Brand Approvals] | [Name/Title] | [Email/Phone] | [Scope] | [Backup] |
[Billing/Invoices] | [Name/Title] | [Email/Phone] | [Scope] | [Backup] |
[Support Escalation] | [Name/Title] | [Email/Phone] | [Scope] | [Backup] |
[Claims/Chargebacks] | [Name/Title] | [Email/Phone] | [Scope] | [Backup] |
Function | Name/Role | Email/Phone | Approval Scope | Backup Contact |
[Brand Approvals] | [Name/Title] | [Email/Phone] | [Scope] | [Backup] |
[Billing/Invoices] | [Name/Title] | [Email/Phone] | [Scope] | [Backup] |
[Support Escalation] | [Name/Title] | [Email/Phone] | [Scope] | [Backup] |
[Claims/Chargebacks] | [Name/Title] | [Email/Phone] | [Scope] | [Backup] |
Function
Name/Role
Email/Phone
Approval Scope
Backup Contact
[Brand Approvals]
[Name/Title]
[Email/Phone]
[Scope]
[Backup]
[Billing/Invoices]
[Support Escalation]
[Claims/Chargebacks]
9. Third-Party Vendors and Subcontracting Disclosure
Provider may use third parties to perform obligations only as described in [Third-Party List/Functions] and remains responsible for performance under this Agreement.
Reseller may use agencies or fulfillment partners only as described in [Reseller Third-Party List/Functions], subject to the confidentiality terms in Section 7.
10. Customer Claim, Refund, and Chargeback Intake
Customer claims, refunds, and chargebacks will be handled under [Claims Workflow], including required records of [Required Claim Data] and responsibility allocation of [Responsibility Split].
Claim communications will be routed to [Claim Contact(s)] and resolved within [Target Resolution Time], subject to [Exceptions].
11. Marketing Materials Control and Publicity
Public statements about the Parties’ relationship are permitted only as set out in [Publicity Permission Terms]. Marketing materials using product screenshots, samples, or technical details require [Approval Method].
12. Signatures
Provider/Manufacturer (Authorized Signatory): [Company Name]
Signature: ____________________________ Date: ____________________________
Name/Title: [Name/Title]
Reseller/Brand Owner (Authorized Signatory): [Company Name]
Billing Contact Acknowledgment (Reseller): [Name/Email] Signature: ____________________________ Date: ____________________________
Function | Name/Role | Email/Phone | Approval Scope | Backup Contact |
[Brand Approvals] | [Name/Title] | [Email/Phone] | [Scope] | [Backup] |
[Billing/Invoices] | [Name/Title] | [Email/Phone] | [Scope] | [Backup] |
[Support Escalation] | [Name/Title] | [Email/Phone] | [Scope] | [Backup] |
[Claims/Chargebacks] | [Name/Title] | [Email/Phone] | [Scope] | [Backup] |