Check out our white label SaaS agreement template that you can easily download.
Please be aware that this template is not a legal document and should not be treated as one. It is intended solely for informational purposes.
We strongly recommend consulting with a legal expert, contract lawyer, or any licensed legal entity to ensure that your agreements are thoroughly tailored to your needs. This template covers various aspects such as breach clauses, required disclosures, and handling of own confidential information, but it’s essential to customize it according to your specific business plans and user interfaces.
Should a governmental authority require prompt notice or any such required disclosure, professional guidance can help navigate these complexities. While this template may outline what is expressly permitted within your agreements, only a qualified legal professional can ensure compliance and protect your interests effectively. Effective communication—whether through phone calls or other means—is key to resolving any potential issues and safeguarding your business.
Disclaimer – This template example is intended for informational purposes only. It should not be considered legal advice. We strongly recommend having a legal expert review or provide guidance on this document to ensure compliance with applicable laws and regulations. By using this template, you acknowledge that it does not constitute a substitute for professional legal guidance.
This White Label SaaS Agreement (the “Agreement”) outlines the collaborative arrangement between the software provider, [Insert Provider’s Name], and the reseller, [Insert Reseller’s Name]. The Agreement defines the terms under which the reseller may market and distribute the provider’s white label software to end users. Both parties acknowledge the importance of conducting their business operations in a professional and timely manner, ensuring compliance with applicable laws and regulations.
The purpose of this Agreement extends beyond a simple distribution relationship. It establishes a foundation that includes but is not limited to the licensing of computer software and professional services, the protection of intellectual property rights, and the commitment to confidentiality. Each party represents and warrants its ability to fulfill the obligations under this Agreement and agrees to avoid any material breach that could disrupt the partnership.
White Label Agreement
[Company Name] White Label SaaS Agreement
Effective Date: [Insert Effective Date]
This White Label SaaS Agreement (the “Agreement”) is entered into by and between:
SaaS Provider
[Insert Provider’s Name]
[Insert Provider’s Address]
Reseller
[Insert Reseller’s Name]
[Insert Reseller’s Address]
Both parties agree to the following terms
Definitions
- Services – The software and related services provided under this Agreement.
- Software – The SaaS application offered by the Provider.
- Confidential Information – All non-public information disclosed by either party, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.
- Reseller – The party authorized to market and sell the Services under this Agreement.
- End User – The ultimate user of the Services.
License Grant
The Provider grants the Reseller a [exclusive/non-exclusive] license to market and sell the Services within the [geographical area]. Reseller is permitted to market and sell the Services under its own brand.
Intellectual Property Rights
The Provider retains all intellectual property rights to the Software.
The Reseller may use trade dress and service marks as agreed for marketing purposes, subject to compliance with Provider’s branding guidelines.
Confidentiality
Both parties agree to protect Confidential Information using commercially reasonable efforts.
These confidentiality obligations shall remain in effect for [insert duration] after termination of this Agreement.
Payment Terms
Reseller agrees to pay Provider according to the following pricing model -> [describe pricing model].
Payments are due on [insert payment schedule], and any late payments will incur a fee of [insert late fee].
All fees are exclusive of taxes, which Reseller agrees to pay.
Support and Maintenance
The Provider agrees to provide technical support and maintenance services as outlined in the Service Level Agreement (SLA), attached hereto.
Additional support services may incur additional fees, payable by the Reseller.
Term and Termination
This Agreement is effective as of the Effective Date and will continue until [insert termination conditions].
Either party may terminate this Agreement for cause by providing written notice of [insert notice period].
Warranties and Disclaimers
The Provider warrants that the Software will perform substantially in accordance with the specifications provided.
All other warranties, including any implied by law, are disclaimed to the fullest extent permitted by law.
Limitation of Liability
Neither party will be liable for any indirect, incidental, or consequential damages arising under this Agreement.
Aggregate liability under this Agreement is capped at [insert amount].
Indemnification
Each party agrees to indemnify and hold harmless the other party from and against all claims, liabilities, damages, and expenses arising from any breach of this Agreement or any act or omission by the indemnifying party.
Governing Law
This Agreement will be governed by and construed in accordance with the laws of [insert jurisdiction].
Any disputes arising from this Agreement shall be resolved through [mediation/arbitration] as mutually agreed by the parties.
Entire Agreement
This Agreement, together with any attachments, constitutes the entire agreement between the parties and supersedes all prior agreements or understandings, whether written or oral, relating to its subject matter.
Additional Provisions
- Service Level Agreement – [Attach or include details]
- Advertising Materials – The Reseller is solely responsible for its own marketing efforts and expenses.
- Quality Control – The Reseller shall maintain quality standards as prescribed by the Provider. If the reseller breach quality standards, the Provider has the right to terminate this agreement.
Signature Blocks
SaaS Provider
Signature: _________________________
Name: [Insert Name]
Title: [Insert Title]
Date: [Insert Date]
Reseller
Signature: _________________________
Name: [Insert Name]
Title: [Insert Title]
Date: [Insert Date]
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.
This document should be tailored to fit specific business needs and reviewed by competent legal counsel to ensure it fully complies with applicable laws and protects the interests of both parties.
Key provisions of this Agreement define the conditions under which the parties may exercise rights, provide professional services, or pursue such remedies in the event of a breach. Matters such as ownership of source code, safeguarding trade secrets and know-how, and restrictions against reverse engineering are essential to maintaining the integrity of the provider’s intellectual property. Both parties must promptly notify the other of any third party claim or legal dispute that may arise, taking such action to mitigate risks.
Events beyond the reasonable control of either party, such as a force majeure event, have been taken into consideration to ensure operational continuity. The Agreement also specifies terms related to successors and permitted assigns, ensuring this relationship can extend to respective successors if applicable. Additionally, disputes are addressed with provisions covering court costs, reasonable attorneys’ fees, and the allocation of such liability.
This Agreement further acknowledges that the reseller may operate under its own branding; however, this must align with the terms of prior written consent provided by the software provider. The parties also recognize the critical need for transparency in disclosures, ensuring such disclosure or information sharing is handled in a professional manner.
In the event of a breach, the breaching party shall be held liable for damages, while the non-breaching party retains the sole discretion to pursue remedies, including but not limited to termination of the Agreement. This does not preclude the non-breaching party from any other or further exercise of rights to ensure the Agreement fulfills its particular purpose.
Signing this Agreement, each party warrants its commitment to maintaining a productive partnership, avoiding actions that could create uncertainty, and fostering the mutual success of this joint venture. The carefully defined obligations, including the term of this Agreement and related compliance measures, exemplify the shared dedication to achieving business growth while safeguarding their respective interests.
Important Agreement Elements to Remember
| Item | Reasons and Best Practices |
|---|---|
| Define Parties Involved | Clearly identifying the parties involved ensures that each party knows their roles and responsibilities. Best practice is to use a law firm to draft these sections to avoid ambiguities. |
| Intellectual Property Rights | Protects the ownership of trade secrets and software. Ensure the agreement specifies that intellectual property rights remain with the provider, preventing third party rights from being infringed. |
| Licenses Granted | Specifying licenses granted helps in determining how the service solely can be used. This prevents unauthorized use and ensures compliance with the white label agreements. |
| Confidentiality and Trade Secrets | Maintaining confidentiality protects trade secrets. Parties should agree to protect information received via electronic mail and other means, securing related documents from disclosure. |
| Payment Terms and Own Cost | Clearly outline payment terms to avoid disputes. Specify any costs that are to be incurred by such party, including own cost for additional services. |
| Termination and Such Notice | Define conditions for termination and such notice required, ensuring both parties can exit the agreement under reasonable control circumstances. |
| Governing Law and Applicable Law | Stipulating the applicable law helps in resolving disputes efficiently. It’s recommended to consult a law firm to ensure compliance with local and international regulations. |
| Prior or Contemporaneous Agreements | Ensure the agreement supersedes any prior or contemporaneous agreements to avoid conflicts and ensure clarity in the service offerings. |
| Branding and Own Branding | Allowing resellers to use their own branding can increase market reach. However, ensure such modification is permissible within the terms to protect the provider’s brand. |
Engaging a lawyer who specializes in white label agreements is crucial, as they possess the expertise to craft terms that safeguard other intellectual property rights and prevent such breaches.
They ensure that all aspects of the agreement, including the handling of such confidential information, are compliant with legal standards and best practices, thus mitigating the risk of such claims against your business.
Their knowledge helps address potential issues related to the subject matter hereof, preventing such failures in contractual obligations that could jeopardize your interests.
Join Our SaaS Community
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With us, you’ll find resources and support to handle challenges like such breach scenarios and discussions on maximizing service credits.
Engage with fellow entrepreneurs, share insights on topics like permitted assigns, and gain access to templates that can complement a well-drafted written document executed by professionals.
You can benefit from the wisdom of experienced members who understand the nuances of operating as an independent contractor within a service bureau.
Our community respects your need for tailored guidance, expressly provided to help you succeed in every reasonable respect of your SaaS endeavors.
