This attorney drafted Authorized Seller Agreement is an agreement that can be used to
define the terms and conditions of the relationship between a manufacturer of goods
and their authorized sellers. This agreement includes provisions regarding the term of
the agreement, termination, description of the goods, delivery, payments, and
intellectual property rights. This document in its draft form contains numerous of the
standard clauses commonly used in these types of agreements, as well as optional
language to allow for customization to ensure the specific terms of the parties’
agreement are addressed. This form is ideal for small businesses that wish to enter into
such agreements with a manufacturer.
AUTHORIZED SELLER AGREEMENT
This Authorized Seller Agreement (hereinafter “the Agreement”) is entered into and
effective as of ___________ [Instructions: Insert date] by and between the following Parties:
_____________ [Instructions: Insert Name of Company] (hereinafter “Company”) with a
principal business address of _________________________ [Instructions: Insert address]; and
_____________ [Instructions: Insert Name of Retailer] (hereinafter “Retailer”) with a
principal business address of _______________________ _______ ____ [Instructions: Insert
address], collectively referred to as the “Parties”.
I. GRANT OF RIGHT
1.1 Company grants to Retailer, the non-exclusive right to purchase and resell at retail the
Company's range of products (collectively referred to as “Products”) at Retailer's
stores (“Retail Centers”) all operating under the same name [Instructions: Identify
the different names of the authorized retail location if they do not all operate
under the same name]. For the purpose of the Agreement, the Products to be
purchased and resold by Retailer are set forth in the Appendix 1 of this Agreement.
1.2 Nothing in this Agreement grants Retailer an exclusive territory to market and resell
2.1 Initial Term. This Agreement shall begin on date of execution and shall remain in full
force and effect for ____ (___) [Instructions: Insert number of years in words and
numbers] years (the “Term”).
2.2 Renewal Term. This Agreement may be renewed for a period that may not exceed
______ (___) [Instructions: Insert number of years in words and numbers] years
or the Term, whichever period is longer (the “Renewal Term”). Renewal Terms shall
be conditional upon satisfactory performance evaluations by the Company. Any
renewal shall be in writing and executed by both Parties and shall be subject to the
same terms and conditions set forth in this Agreement.
3.1 This Agreement may be terminated by the Company or the Retailer prior to
expiration with or [Note: See Note below] without cause by providing no less than
forty-five (45) [Instructions: The amount of notice is at the discretion of the
Parties, the drafter may fill in a different amount of notice if desired] days prior
written notice to the other party.
3.1 This Agreement may only [Note: See Note below] be terminated prior to the
expiration with cause which shall be defined as:
A. A misrepresentation by Company of a product;
B. A failure by Retailer to make timely payments to Company; or
C. Retailer’s violation of its obligations hereunder.
[Note: The above sections may also be used jointly to allow for the termination of the
Agreement with and without cause. If you want to use both together, simply combine the
two separate sub-sections under sub-section 3.1 and delete the words “only” and “with or”
as highlighted above.]
3.2 In the event Company seeks to terminate this Agreement for cause, it will furnish
written notice of termination to Retailer, and Retailer shall at prompt notice return all
unsold Products immediately upon termination. In the event of termination or
expiration of this Agreement, Retailer will be required to immediately return to
Company any software, equipment, unsold Product and merchandising material and
will process any credits owed to Retailer, as appropriate, for the returned, unsold
Products. If shipment is not received within fifteen (15) days of notification, Retailer
agrees that Company will be authorized to deem all unused Products to be sold to
Retailer and invoice Retailer for all those unused Products.
[Note: Section 3.2 is optional and may not be applicable in all situations.]
IV. DESCRIPTION OF GOODS; SALE AND DELIVERY
4.1 Company shall sell, transfer, and deliver to Retailer the Products at the per unit cost
set forth in paragraph 4.7 herein, and Retailer shall sell the product at the ‘Suggested
Retail Price’ as shown in Appendix 2 unless otherwise agreed in writing by the
4.2 Company shall have the right, at any time, with ____ (___) [Instructions: Insert the
number of days’ notice that will be required. The amount of notice is at the
discretion of the Parties, the drafter may fill in a different amount of notice if
desired] days notice, to decrease or increase the Suggested Retail Price of Products.
In the event the Company decreases the Suggested Retail Price the Company will
give a proportionate credit to the Retailer on the price already paid by Retailer for a
Retailer's unused stock of that type of Product