SaaS Reseller Agreement Lawyer

Bay Area SaaS Reseller Agreement Law Firm

Bay Area SaaS companies looking to expand the reach of their products need specialized software reseller agreements to protect their interests when working with third parties.

Likewise, resellers must clearly understand the expectations and operating rules placed on them before entering into a reseller agreement.

No matter what side of the equation you're on, you need experienced legal counsel to successfully define the working relationship between parties.

Silicon Valley Tech Law Advisors (SVTech) is the Bay Area SaaS reseller agreement law firm you need to negotiate and draft SaaS-specific software reseller agreements that protect your interests.

What Are SaaS Software Reseller Agreements?

Software as a Service (SaaS) products are big business. But even the most successful SaaS vendors sometimes require third party support to expand their sales and marketing reach beyond what internal resources can do.

SaaS resellers and referrals fill this gap by licensing SaaS products directly from the manufacturer for resale in “indirect deals”. These SaaS products are bought at a discount and sold at a mark up, extending the product reach of the manufacturer, while earning a profit for the reseller.

However, entering into a reseller relationship introduces significant legal and operational risks beyond those of “direct deals”.

Instead, SaaS software reseller agreements are negotiated between the licensor and the third party sales/marketing agent. The agreement defines precise reseller agreement terms, key pass-through terms including the preservation of intellectual property rights, termination clauses, and data protection and privacy in SaaS agreements.

Working with a SaaS reseller agreement law firm ensures that a SaaS-specific reseller agreement can be created that addresses these important considerations and protects your rights. They can also advise on whether an OEM agreement might make more sense than a SaaS reseller agreement.

When Is a SaaS Reseller Agreement Lawyer Needed?

There are several stages when engaging with a SaaS reseller agreement lawyer is helpful:

When the SaaS manufacturer plans to expand into a new market, particularly international markets
When considering launching a new sales channel, partner, or indirect sales model to scale faster
When a reseller approaches a vendor with a proposal to remarket their product
When standard SaaS agreements are unable to mitigate risk or protect IP in SaaS products

A SaaS reseller agreement lawyer can help:

Secure the legal permission from vendors to white-label their SaaS products for resale
Ensure compliance with data privacy laws like GDPR, CCPA, and HIPAA
Negotiate responsibility for different aspects of the customer relationship
Define commission and revenue-sharing with licensors

Whether you are a vendor or a reseller, working with a SaaS reseller agreement lawyer makes sure that your related contracts are comprehensive and account for the multitude of variables that come with such a partnership.

What Do SaaS Reseller Agreement Lawyers Do?

So what can a SaaS reseller agreement lawyer actually do for your company?

A lawyer can help both SaaS developers and third parties negotiate the specific terms that allow the third party to sell a SaaS product developed by another company.

Software as a service platforms have unique characteristics that distinguish them from traditional software models such as:

On-going subscription requirements
Access and control over extensive customer datasets
Cloud-hosted infrastructure that doesn't physically reside on a reseller's computers
Service up-time requirements for clients

Naturally, these issues raise a laundry list of questions about the relationship between the two parties, and that is exactly where a SaaS reseller agreement law firm steps in.

SaaS reseller agreement lawyers help both parties answer questions like:

Who owns the customer relationship?
How is recurring revenue shared between the vendor and the reseller?
What happens when end users cancel their subscriptions early?
Who bears the risk of non-payment by an end user?
What happens with customer relationships at the end of the reseller relationship?

Working with a SaaS agreement lawyer is the best way to negotiate and draft a reseller agreement that preserves the rights of the software developer, while enabling the reseller to successfully market and sell the product under their own banner.

Key Provisions of SaaS Reseller Agreements

The best way to think of a SaaS reseller agreement is that it functions like a manual for the relationship between the vendor and the reseller.

SaaS reseller agreement terms often focus on:

Reseller relationship: Does the reseller simply source leads and help with negotiating the end customer agreement, or do they close deals and manage the customer relationship?
Training: How much and what kind of training is provided to ensure the reseller's team can effectively sell the SaaS product?
Pricing: Who sets the price for the service, the vendor or the reseller, and what happens when customers cancel, downgrade, upgrade, or renew?
Customer ownership: Who is responsible for customer support, and who is actually responsible when service impacts the customer experience?
Intellectual property rights: How does a SaaS company balance control over their IP and how it is used, with a reseller's desire to offer customization or bundling with other software?
Data protection and privacy in SaaS agreements: Who is ultimately responsible for data protection? SaaS companies often want strict controls to prevent misuse, while resellers often seek their own protections.
Termination clauses: Under what circumstances can an agreement be terminated? SaaS companies want the ability to terminate underperforming partnerships, while resellers prefer long notice periods before a contract can be terminated.

As in any successful contract negotiation, it is often a balancing act to appease both parties and create a mutually beneficial agreement. Working with a specialized SaaS reseller agreement law firm helps you avoid conceding too much in your negotiations, while ensuring that your most important goals are achieved.

Types of SaaS Software Reseller Agreements

SaaS-specific software reseller agreements typically take one of two forms, each dictating where control is seated:

Top-Down Arrangements

In a top-down arrangement, the SaaS company sits at the top of the relationship and holds the position of power. They dictate the key terms of the agreement, including the customer terms, pricing rules, data protection obligations, and usage restrictions.

The reseller typically uses customer terms set forth by the SaaS company, and is generally restricted from altering or customizing the SaaS product. The reseller's authority is built around selling, marketing, and supporting the SaaS product. They cannot make wholesale changes to it without further authorization from the SaaS company, which minimizes three-party contract risks.

These agreements are the most common and preferred by SaaS companies with a strong brand that they wish to protect.

Some SaaS companies choose to use a master reseller model, where the SaaS company authorizes a “master reseller” who can manage sub-resellers, but entirely under the top-down framework controlled by the SaaS company.

Bottom-Up Arrangements

Bottom-up arrangements invert this, with the reseller maintaining the most control. These agreements are less common due to their complexity, but they do exist. In this model, the SaaS company has little in the way of direct relationships with customers.

A bottom-up arrangement gives the reseller more control over the product's price point, the ability to add customization options for users, as well as bundle the product with other services.

These models require extra caution however, as resellers must not over-represent the product and promise features or service levels that the SaaS provider can't match. This can create liability problems when something does go wrong, potentially leaving the SaaS provider responsible for obligations it never promised.

SVTech: Bay Area SaaS Reseller Agreement Law Firm

SaaS-focused software reseller agreements are about strategy as much as they are about legal terms. With the right partner and reseller agreement terms, entering a reseller relationship can help you scale your business to new heights.

Before entering a SaaS software reseller agreement, you should consult with an experienced and knowledgeable SaaS reseller agreement law firm that can draft and negotiate a reseller agreement that protects your interests and clearly delineates the rights and responsibilities of both the SaaS vendor and the reseller as needed.

SVTech has and continues to effectively serve technology focused SaaS vendors and resellers.

Contact SVTech Law Advisors today to discuss your reseller strategy, and let us help you craft an agreement that works for you.