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White Label Agreement Template – New York
Align pricing, contacts, and brand approvals before launching under your label.
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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.
8. Approvals and Contacts Matrix
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] |
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]
Signature: ____________________________ Date: ____________________________
Name/Title: [Name/Title]
Billing Contact Acknowledgment (Reseller): [Name/Email] Signature: ____________________________ Date: ____________________________
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White Label Agreement Template – New York
New York White Label Agreement Template FAQ
Is a White Label Agreement the same as a reseller agreement?
They overlap, but the emphasis is different. A reseller agreement can cover resale of a known supplier’s products, while a white label agreement is designed for resale under the reseller’s brand, often without any supplier attribution to end customers. Because branding is central, a white label agreement should be more specific about brand assets, what marks can appear on packaging or interfaces, and how marketing claims are approved. It also tends to address behind-the-scenes support, defect handling, and confidentiality more directly than a basic resale contract.
How do purchase orders, invoicing, and payment usually work?
Many white label relationships run on purchase orders or an online ordering portal, followed by invoices issued per order or on a monthly cadence. The agreement should define when an order becomes binding, how changes or cancellations are handled, and what payment terms apply (such as net days from invoice). If disputes happen, a short dispute window plus a reconciliation timeline helps keep cashflow predictable. It’s also smart to clarify pass-through items like shipping, taxes, or usage fees so the invoice matches the pricing schedule both sides expect.
Why include an approvals and contacts matrix?
A simple matrix prevents operational delays by stating who can approve brand materials, who receives invoices, and who handles escalations. Without it, one party may assume “anyone on the thread” has authority, while the other disputes approvals later. The matrix can also list backup contacts, which matters when a primary contact is out or leaves the company. If you pair the matrix with a clear approval method — email, ticket system, or portal — you reduce the risk that marketing launches with unapproved claims or the wrong product version.
Who should handle refunds, customer claims, and chargebacks?
That depends on the sales flow. If the reseller collects payment from end customers, the reseller usually manages chargebacks and refunds, but may need the provider’s input on whether a defect exists or whether a service outage occurred. A good agreement defines the data required for a claim (order ID, timeline, customer communications), who makes the final determination, and whether the provider credits the reseller for confirmed defects. Clear timeframes for reporting and resolving claims also help prevent lingering disputes that damage customer relationships.
Can the provider use subcontractors or third-party vendors?
Often yes, especially for hosting, manufacturing steps, logistics, or specialized support. The key is disclosure and accountability: the provider should remain responsible for performance, and confidentiality obligations should extend to the third parties involved. If the reseller is sensitive about where data is processed or where goods are produced, the agreement can require a list of subcontractor functions and a process for updates. This keeps the reseller from being surprised by changes that affect delivery timing, quality control, or customer data handling.
What support expectations should be documented in a white label deal?
Even when the reseller is the customer-facing support layer, the provider often supplies second-line technical support, defect fixes, or replacement shipments. The agreement should define how escalations are submitted, response targets, and what information the provider needs to troubleshoot. If service levels matter, you can define uptime or turnaround expectations in a schedule and specify what happens when they are missed. Clear support boundaries reduce finger-pointing when a customer issue touches both branding and underlying product performance.
How should confidentiality apply to marketing and demo materials?
Marketing content can accidentally reveal provider methods or non-public technical details. The agreement should clarify what can be shown externally — screenshots, specs, sample reports, packaging photos — and what needs approval. It should also state how drafts and source files are stored and shared, and whether any demo environments, credentials, or sample data are confidential. Treating marketing assets as part of the confidentiality framework reduces the chance that a campaign leaks sensitive information while still letting the reseller promote the offering effectively.
When is it useful to include minimum commitments or forecasts?
Minimums can make sense when the provider needs to reserve capacity, hold inventory, or prioritize development work. Forecasts can be a softer alternative: they help the provider plan without turning projections into hard obligations. If you do include a minimum, connect it to a clear measurement period and a remedy (such as a shortfall fee or revised pricing tier). The goal is to align expectations without forcing a reseller to overbuy, especially during a new product launch or when demand is still uncertain.
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