White-label and reseller agreement

A white-label or reseller agreement lets a reseller market and resell a technology provider's platform to its own customers, under its own brand or the provider's. It sets the territory, the price the reseller pays, who supports the customers, who owns customisations and data, and what happens when the relationship ends.

Jurisdictions: California, England and Wales, Spain
Contract languages: English, Spanish

What it is and when it is used

This agreement is used when a software or SaaS provider expands its distribution through partners that resell access to its platform to end customers. The standard terms grant a limited, revocable right to resell in the territory, give the reseller access to updates, set the reseller's obligations (professional marketing, trained staff, no unauthorised warranties, reporting incidents), require end-customer agreements at least as protective as the provider's terms, and cover confidentiality, warranties, a liability cap of twelve months' fees and insurance. Optional facts are the territory, minimum commitment, revenue share percentage and support response time.

Who signs it and in which role

The Technology Provider (the platform owner) and the Reseller (the distributor or white-label partner).

Key clauses

Branding and territory

Complete white-label, "Powered by" attribution, or co-branding. An exclusive territory, non-exclusive rights, or segmented exclusivity.

Pricing and minimums

A flat licence fee, per-seat pricing, a revenue share, or tiered volume pricing. Strict minimums, a ramp-up period, or no minimums.

Support and uptime

The Reseller handles first-level support, the parties share first and second-level support, or the Provider handles all levels. Uptime of 99.9% or 99.5% with service credits, or best-effort availability.

Feature access and customisations

Full platform access, limited modules, or API-only access. Customisations owned by the Provider, by the Reseller, or jointly.

Data

The Reseller controls end-customer data as controller, the Reseller controls it but the Provider may derive anonymised analytics, or both have defined access.

Termination and non-compete

Twelve months' notice with transition assistance, six months with basic data export, or ninety days with export at the Reseller's cost. A broad non-compete during the term and twelve months after, a limited one during the term only, or none.

What the two sides usually negotiate

The Provider prefers co-branding, non-exclusivity, a flat licence fee, strict minimums, reseller first-level support, best-effort uptime, API-only access, ownership of all customisations, short notice and a broad non-compete. The Reseller prefers complete white-label, an exclusive territory, a revenue share, no minimums, full provider support, 99.9% uptime, full platform access, ownership of its customisations and control of the data. Nearly every clause has a balanced option: "Powered by" attribution, segmented exclusivity, tiered pricing, a ramp-up period, shared support, 99.5% uptime, shared IP, shared data access, six months' notice and a non-compete limited to the term. When the parties disagree, Dealroom proposes these, weighted by how firmly each side holds its position.

Jurisdictions and languages Dealroom supports for it

Dealroom drafts this agreement under the law of California, England and Wales or Spain, in English or Spanish. For California, the template refers to the limits on non-competes under section 16600 and the CCPA and CPRA. For England and Wales, to the Commercial Agents Regulations 1993 (with the indemnity basis applying unless otherwise agreed), UK GDPR and the Unfair Contract Terms Act 1977. For Spain, to Law 12/1992 on agency contracts (goodwill indemnity capped at one year's average remuneration, and damages for termination without cause), the LOPDGDD and GDPR, and the LSSI-CE.

Common mistakes

Unclear support split. Without a clear first, second and third-level split, the parties blame each other when issues arise.
Mismatched SLAs. The platform SLA should match the end-customer SLA; service credits rarely cover real losses.
Ignoring agent protections. In Spain, short notice may breach the minimum notice of one month per year (up to six) and the goodwill indemnity applies regardless.
Undefined downtime. Exclusions from the uptime calculation need careful definition.
No rule on customisation IP. This is often the most contentious clause when the partnership ends.
A post-term non-compete in California. It is generally void there; in Spain it is limited to two years with compensation.

Frequently asked questions

What is the difference between a white-label and a reseller agreement?

In a white-label arrangement the reseller presents the platform under its own brand; in a plain resale it keeps the provider's brand visible. The Dealroom template covers both through its branding clause: complete white-label, "Powered by" attribution, or co-branding.

Should a reseller get an exclusive territory?

Exclusivity protects the reseller's investment in developing a market but limits the provider's distribution. The template offers an exclusive territory, a non-exclusive arrangement, or exclusivity for a market segment (such as an industry or customer size) instead of a geographic area. Exclusive distribution in the EU must comply with the Vertical Block Exemption Regulation.

Are minimum volume commitments usual?

They are standard in exclusive arrangements and protect the provider's investment. The template offers strict quarterly minimums, a ramp-up period with no minimums followed by rising targets, or no minimums on a best-efforts basis. Courts may strike down minimums that are punitive or disproportionate.

Is a reseller entitled to compensation when the agreement ends?

It can be. In Spain, if the reseller qualifies as an agent under Law 12/1992, it may be entitled to a goodwill indemnity (indemnización por clientela) that cannot be waived in advance. In England and Wales, the Commercial Agents Regulations 1993 may grant similar rights. California has no equivalent statutory right.

Who owns customisations built on the platform?

The parties choose: the provider owns all customisations and licenses them back, the reseller owns its customisations and licenses them to the provider, or both co-own them. In every case the provider's core platform stays with the provider.

Two ways to make it

Create it in Dealroom

Choose the jurisdiction and language, answer a few questions and negotiate each clause with the other side, or prepare it alone.

Start in Dealroom

Have your agent draft and negotiate it

Your AI agent can read the clause library and create the contract through the agent API or the MCP server. A short example:

MCP: list_templates (query: "WHITE_LABEL_RESELLER"), get_template, create_playbook, initiate_negotiation.

Read the agent API guide

# 1. Read the clauses, options and the facts it needs
curl https://dealroom.todo.law/api/v1/agent/templates/WHITE_LABEL_RESELLER \
  -H "Authorization: Bearer drk_YOUR_KEY"

# 2. Create the contract (clauses you leave out take the default option)
curl -X POST https://dealroom.todo.law/api/v1/agent/deals \
  -H "Authorization: Bearer drk_YOUR_KEY" \
  -H "Content-Type: application/json" \
  -H "Idempotency-Key: $(uuidgen)" \
  -d '{
    "schema": "dealroom.solo-intake/1",
    "contractType": "WHITE_LABEL_RESELLER",
    "governingLaw": "ENGLAND_WALES",
    "language": "en",
    "dealName": "Example WHITE_LABEL_RESELLER",
    "selectionPolicy": "defaults"
  }'

Drafting and negotiating are free.

Related contracts

This page explains how the contract usually works. It is general information, not legal advice.