VALUE ADDED RESELLER AGREEMENT
This Reseller Agreement (“Agreement”) is made by and between Virtual Global, Inc., a West Virginia
C-Corporation (“Virtual Global”), and the following:
Value Added Reseller (Reseller) Name:
Office Location: CITY: _____________________________________ STATE: ____ ZIP: ______
Type of Business: ________________________________________
Company Website: _____________________________________
Primary Contact Name: ___________________________ Title: ____________________________
Phone: _______________________ Email: __________________________
WHEREAS, Virtual Global desires to engage Reseller for the purposes of marketing and reselling the
TeamLeader(TM) software as a service (SaaS) to its
Customers. And whereas, TeamLeader will be hosted and managed by Virtual Global or one of its
approved hosting providers.
Unless otherwise specified in Section I (Special Terms), terms will be as follows:
Period of Agreement: 1 Year
Commission to Reseller: 30% (See SPECIAL TERMS)
Reseller Program Participation Fee: $350 / month ($0 / month)
All rights to resell (and other privileges granted): Non-Exclusive
Reseller Discounts: 30% (100%) discount on TeamLeader user licenses for internal use. (via
commission to reseller)
Other: Resellers are required to sustain $10,000 annual product sales.
SPECIAL TERMS: If initialed and approved, the following terms become part of the final agreement,
superceding other agreement terms.
50% of TeamLeader product revenues from “Qualified Sales” Year 1-2
30% of TeamLeader product revenues from “Qualified Sales” Year 3-5
20% of TeamLeader product revenues from “Qualified Resellerships” Year 1-2
“Qualified Sale” refers to any sale that occurs through the website (RESELLER).teamhost.com.
“Qualified Resellership” refers to another approved reseller who was primarily inducted into the
program via the sales efforts of the Reseller under this agreement.
INITIAL ANY SPECIAL TERMS: _______ (VIRTUAL GLOBAL) _______ (RESELLER)
NOW, THEREFORE, in consideration of the following conditions set for in this Agreement, the Parties
hereby agree as follows:
1.1 Appointment. Virtual Global hereby appoints and certifies Reseller, and Reseller accepts such
appointment and certification, to act as a reseller and
provider of TeamLeader support services to its Customers.
1.2 Pricing. TeamLeader’s retail pricing is established by Virtual Global. Virtual Global may change
TeamLeader pricing in its sole discretion. Virtual
Global shall have the absolute right to establish the pricing, charges, and terms governing sales of
TeamLeader (collectively the “Sales Policies”).
1.3 Transactions. All transactions with Customers will be completed and processed directly by Virtual
1.4 Commission Payments.
Payments will be made to the Reseller on a quarterly basis (paid during the following quarter), taking
into account any refunds or credits to end users.
2. RESELLER RESPONSIBILITIES
2.1 Program Participation Fee. Reseller is required to pay a license fee to enter this Agreement.
2.2 Customer support. Reseller shall provide the following support to Customers in accordance with
industry best practices:
a. Front-line Support (Tier-1) including reasonable availability and response
b. Escalation of probable bugs to Tier-2 Technical Support
c. Support Services (e.g. Training, Customization)
3. VIRTUAL GLOBAL RESPONSIBILITIES
3.1 Responsibilities. Virtual Global will manage the following for its Resellers:
a. Bug Support (Tier 2) including reasonable availability and response
b. Managed Product Hosting at (RESELLER).teamhost.com
c. Template Editor for creating custom solutions
d. Fully Managed Reseller eCommerce Process
e. Limited access to Virtual Global’s GSA Schedule (for selling easily to government buyers)
f. Reseller Resources web portal (Password Protected)
g. Reseller Logo
h. Access to monthly coaching calls
i. Training (additional fees apply)
j. On-line marketing pieces (e.g. Selling Points / Product Whitepaper)
3.3 Additional revenue. Reseller may receive and retain for its own account 100% of any and all
revenues resulting directly from Support Services rendered by
Reseller to Customers under Section 2.2.C above.
4. OTHER TERMS AND CONDITIONS
4.1 Reseller recognizes and agrees that Virtual Global is the sole owner of all rights, title, and interest
in TeamLeader, technologies, and collateral
materials used in deploying TeamLeader, including all related intellectual property, copyrights, know-
how, trade secrets, patents and other proprietary
rights, and all proprietary, trademark or copyright markings thereon throughout the world.
4.2 Value Added Branding. (subject to Section 4.1) Using the Template Editor, Reseller may add
private branding inasmuch as such branding implicitly or
explicitly refers to the Reseller's "Value Added" solution, rather than to the TeamLeader product. In no
such case shall Reseller represent Virtual Global's
intellectual property as its own. In all cases, TeamLeader trademark(s) shall be displayed within the
4.3 Agents. Reseller, at its own expense, may appoint agents to assist in the marketing, advertising,
and/or sales of TeamLeader. Reseller is solely
responsible for the actions of these agents and shall take all commercially reasonable action to ensure
all appointed agents comply with the terms of this
Agreement. No permitted appointment of an agent by Reseller shall represent a transfer or
assignment of this Agreement in any way.
“Confidential Information” means any and all trade secrets, confidential knowledge, and proprietary
data including, but not limited to, information relating
to Virtual Global’s finances; research, development and production techniques; customer lists;
marketing strategies; business plans; and revenue projections.
Confidential Information includes any information disclosed to Reseller by Virtual Global during or prior
to the execution of this Agreement.
Reseller understands and agrees that, in Virtual Global's performance of its duties hereunder, Virtual
Global may communicate Confidential Information to
Reseller (or its designees) concerning TeamLeader and/or Virtual Global. Reseller shall hold
Confidential Information in strictest confidence for the
exclusive benefit of Virtual Global and shall only use the Confidential Information for the purpose of
fulfilling its obligations under this Agreement.
Reseller agrees to hold all of such Confidential Information within its own organization and shall not,
without specific prior written consent of an
authorized officer of Virtual Global, utilize in any manner, communicate or disclose any part thereof to
any third party. Reseller shall take every
available action to prevent its representatives, designees, and agents from disclosing Confidential
Information without Virtual Global’s authorization and
Reseller shall be liable for any such unauthorized disclosures.
4.5 Customer confidentiality. The Parties shall hold in strictest confidence any Confidential Information
concerning Customers they receive in the
performance of their obligations under this Agreement.
4.6 General conduct. In carrying out this Agreement, Reseller will conduct itself in an ethical and
lawful manner, will exercise its best efforts to achieve
a high level of customer satisfaction, and commit nor omit any action to bring the reputation of Virtual
Global into disrepute.
4.7 No assignment. Reseller agrees that any rights granted hereby may not be assigned or transferred
without express written consent from Virtual Global.
4.8 Alteration. Reseller shall not attempt to duplicate, copy, create or reverse engineer TeamLeader,
or otherwise alter the trademarks, documentation, or
any other component of TeamLeader. Reseller agrees to inform Virtual Global of any unauthorized
uses of TeamLeader by employees, agents, or authorized
resellers immediately upon discovery.
4.9 Marketing claims. Reseller does not have, and shall not exercise any authority to make statements
or representations concerning TeamLeader or Virtual
Global that exceed or are inconsistent with the marketing materials and technical specifications
provided by Virtual Global. Any such statements or
representations by Reseller are specifically and expressly prohibited by this Agreement.
4.10 No SPAM. Virtual Global does not endorse bulk unsolicited emails or other intrusive marketing
practices by Reseller.
4.11 Term and termination. This Agreement may be terminated by either Virtual Global or Reseller,
with or without cause, upon thirty (30) days written
notice. Reseller shall have no further right to revenues, commissions or royalties generated at any
time after the effective date of the termination or
expiration of this Agreement.
4.12 Relationship of the Parties. The relationship between Virtual Global and Reseller is that of vendor
and vendee. They shall not be construed as being
joint ventures, franchiser/franchisee, or employer/employee. This Agreement is a commercial
agreement between businesses, not a consumer agreement. Reseller
has no authority, apparent or otherwise, to contract for, or on behalf of, Virtual Global, or in any other
way legally bind Virtual Global in any fashion,
nor shall Reseller be authorized to make any representations about Virtual Global or TeamLeader
other than to set forth Virtual Global's responsibilities as
outlined in this Agreement.
4.13 Hold harmless. Virtual Global IS NOT LIABLE TO THE RESELLER FOR ANY LOST REVENUES OR
PROFITS, LOSS OF BUSINESS OR LOSS OF DATA OR ANY INCIDENTAL,
INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND UNDER ANY
FORM OR THEORY OF ACTION WHATSOEVER WHETHER IN CONTRACT, TORT,
WARRANTY, STRICT LIABILITY OR OTHER FORM OF ACTION, REGARDLESS OF WHETHER THE PARTY
LIABLE OR ALLEGEDLY LIABLE WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN
FACT KNEW OF THE POSSIBILITY THEREOF.
4.14 State and Federal Laws. In connection with any action regarding TeamLeader or this Agreement,
Reseller agrees to submit to the laws of the State of West
Virginia and applicable federal law without regard to conflicts of laws principles. Reseller will adhere to
all applicable laws regarding exporting or
4.15 Modification and Waiver. No modification to this Agreement, nor any waiver of any rights, will be
effective unless assented to in writing by the Party
to be charged, and the waiver of any breach or default shall not constitute a waiver of any other right
hereunder or any subsequent breach or default.
4.15 Severability. If for any reason any provision of this Agreement shall be held by a court of
competent jurisdiction to be invalid or unenforceable, the
remaining provisions of this Agreement shall remain in full force and effect.
4.17 Entire Agreement. This Agreement and the exhibits attached hereto constitute the entire and
exclusive agreement between the Parties hereto with respect
to the subject matter hereof and supersede any prior agreements between the Parties with respect to
such subject matter.
The parties have caused this Agreement to be executed by their respective authorized representatives
as of the date specified below.
RESELLER SIGNATURE: _________________________________________ DATE: _____________
PRINTED NAME: __________________________, TITLE: ___________________________________
ACCEPTED AND APPROVED BY:
Cary Landis, President of Virtual Global, Inc.