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White Label Agreement Template – Illinois
Document quality expectations, review windows, and practical remedies for nonconforming deliverables.
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White Label Agreement Template
1. Quality Standards and Acceptance
Provider will deliver products/services that materially conform to [Specifications] and meet [Quality Standards].
Acceptance method: [Acceptance Test/Inspection/Usage Validation]. Rejection period: [X days] from delivery or provisioning.
2. Products/Services and Fulfillment
The products/services covered by this Agreement are described in Schedule A: [Product/Service List].
Fulfillment method: [Shipment/Provisioning]. Lead times: [Lead Times].
3. Commercial Terms
Pricing is set out in Schedule B: [Pricing Terms]. Payment terms: [Net X days]. Invoicing method: [Invoice Delivery Method].
Provider may adjust prices with [X days] written notice, subject to [Price Lock/Grandfathering Terms].
4. Branding and Intellectual Property
Reseller may market and sell the products/services under [Reseller Brand Name(s)] and shall not use Provider trademarks except as approved in [Approved Use List].
Provider retains ownership of all underlying technology, designs, and intellectual property. Reseller shall not reverse-engineer, copy, or disclose Provider proprietary methods except as permitted in [Permitted Disclosure Scope].
5. 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].
6. Appointment and Territory
Provider grants Reseller the right to market, distribute, and sell the products/services under the Reseller brand within [Territory] through [Permitted Channels].
Exclusivity: [Exclusive/Non-Exclusive].
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], with remedies limited to [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]. Termination for material breach requires [30/60] days’ written notice and [Cure Period].
Governing law: State of Illinois. Entire agreement, notices, and severability apply.
8. Defect Classification Table
Defects and nonconformities will be categorized as follows:
Category | Subtype | Severity | Examples | Remedy Target |
[Functional] | [Core Feature Failure] | [High/Medium/Low] | [Example] | [Repair/Replace Timeline] |
[Performance] | [Latency/Throughput] | [High/Medium/Low] | [Example] | [Re-perform Timeline] |
[Fulfillment] | [Damage/Missing Items] | [High/Medium/Low] | [Example] | [Replace Timeline] |
[Branding] | [Incorrect Labeling/Assets] | [High/Medium/Low] | [Example] | [Correction Timeline] |
9. Corrective Actions and Rework Tracking
Corrective actions will be recorded in [Corrective Action Log Identifier/Link] with owners, deadlines, and closure criteria of [Closure Criteria].
Rework responsibilities: [Provider Rework/Reseller Rework/Shared], and cost allocation: [Cost Allocation Terms].
10. Inspection Rights and Documentation
Reseller may request documentation reasonably necessary to confirm conformity, including [QA Documents], on [Request Frequency] basis.
Provider inspection accommodation, if any: [Inspection Terms].
11. Audit and Change Control
Material changes to specifications or processes require [Notice Period] and [Approval Method]. Audit scope, if any: [Audit Scope] and [Audit Limits].
12. Signatures
Provider/Manufacturer (Quality Lead): [Company Name]
Signature: ____________________________ Date: ____________________________
Name/Title: [Name/Title]
Reseller/Brand Owner (Brand Lead): [Company Name]
Signature: ____________________________ Date: ____________________________
Name/Title: [Name/Title]
Acceptance Reviewer (Reseller): [Name/Title] Signature: ____________________________ Date: ____________________________
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Learn more about
White Label Agreement Template – Illinois
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.
Illinois White Label Agreement Template FAQ
How do you define a “defect” versus an “enhancement” request?
A defect is usually a failure to meet an agreed specification or documented behavior, while an enhancement is a new feature, improvement, or additional capability outside that baseline. The safest approach is to tie “defect” to a written specification or acceptance criterion and treat anything else as a change request with separate pricing and approval. If the product is a service, you can also define defects as failures to meet availability targets or material performance metrics. Clear definitions reduce arguments when a reseller reports an issue and the provider believes it is a product roadmap request.
What is an acceptance process and when should it be used?
Acceptance processes help when deliverables are complex or when the reseller must confirm that a branded version is ready for customers. The agreement can define an inspection or test method and a short rejection window after delivery or provisioning. If the reseller does not reject within the window, the deliverable can be deemed accepted. This approach prevents indefinite uncertainty about whether the provider met obligations. It also encourages both parties to document what “done” looks like — such as passing tests, correct branding elements, and matching the agreed specifications.
How should inspections and audits be handled without disrupting operations?
A balanced approach is to limit inspections to reasonable times and scopes, and to focus on documentation that confirms conformity — QA reports, batch records, release notes, or service change logs. If on-site or live-system inspection is requested, the agreement can require notice, limit frequency, and protect confidentiality. The goal is verification, not control of the provider’s business. By making inspections structured and bounded, resellers get confidence in quality while providers avoid open-ended requests that interfere with production or service delivery.
Who pays for rework, replacements, or corrections?
Cost allocation should track fault and scope. If a confirmed defect exists, providers often cover repair, replacement, or re-performance within the warranty remedy. If the issue stems from reseller inputs — incorrect brand assets, inaccurate instructions, or late approvals — the reseller may bear the cost. Some parties adopt shared costs for gray areas, like expedited shipping requested by the reseller after a delay. When the agreement includes a corrective-action log, it becomes easier to connect costs to documented causes and agreed resolutions.
Can the reseller request quality assurance documentation?
Yes, and it can be a practical compromise between “trust us” and intrusive audits. The agreement can list which documents can be requested, how often, and in what format. Providers may also want to exclude highly sensitive information, and instead provide summaries or attestations. If the reseller is selling to enterprise customers, QA documentation can reduce sales friction and shorten procurement cycles. Defining the document set in advance prevents repeated renegotiation every time the reseller needs proof of quality for a new customer.
What is the difference between direct and consequential damages in this context?
Direct damages typically relate to the immediate cost of the product or service and the value of what was actually purchased. Consequential damages are secondary effects — lost profits, reputational harm, or downstream customer losses — that can be large and difficult to predict. Many white label agreements limit liability to direct damages and cap the total amount, which helps both parties price the deal without taking on unbounded risk. If a party needs stronger protection, it’s often better to negotiate specific remedies or credits rather than expanding broad damage categories.
How do renewals and term endings usually work?
Some agreements run for a fixed term and then either end automatically or renew on the same terms unless notice is given. Others use an initial term followed by month-to-month continuation. Whatever you choose, it helps to define what happens to open orders, ongoing support, and the use of brand assets at the end of the term. A clear end-state prevents “zombie” relationships where one side assumes the contract is still active while the other acts as if it expired. Term clarity also supports clean pricing updates at renewal points.
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