Reseller & Distributor Agreement
Last Updated: December 2, 2025
Version 1
Partner
Reseller & Distributor Agreement
Agreement ID: RDA-2024-001-DIST
Effective Date: December 3, 2025
Last Updated: December 3, 2025
Version: 1.0
1. Introduction and Definitions
1.1 Parties
This Reseller & Distributor Agreement ("Agreement") is entered into between:
Milenial Procurments Inc. ("Provider," "we," "us") - Provider of the Milenial Compliance Platform
The Reseller ("Reseller," "you") - The authorized distributor of our services
1.2 Definitions
"Products" - Milenial Compliance Platform subscriptions and services
"End Customer" - Final purchaser of Products through Reseller
"Territory" - Geographic region authorized for resale
"Reseller Portal" - Online platform for managing reseller activities
"Commission" - Percentage of sales paid to Reseller
"Minimum Commitment" - Required minimum sales volume
2. Appointment and Territory
2.1 Non-Exclusive Appointment
Provider appoints Reseller as a non-exclusive reseller of Products within the designated Territory. This appointment does not prevent Provider from:
Selling directly to customers in the Territory
Appointing other resellers in the Territory
Modifying Territory boundaries with 90 days notice
2.2 Territory Types
Tier | Territory | Minimum Annual Sales | Commission Rate
------|-----------|---------------------|-----------------
Gold | National | $500,000 | 25%
Silver | Regional | $250,000 | 20%
Bronze | Local | $100,000 | 15%
Affiliate | Unlimited | No minimum | 10%
2.3 Exclusive Territory Option
Exclusive territory rights may be granted upon:
Meeting 150% of minimum sales targets for 2 consecutive years
Maintaining customer satisfaction above 4.5/5.0
Completing advanced certification program
3. Reseller Obligations
3.1 Sales and Marketing
Reseller agrees to:
Actively promote Products within Territory
Maintain trained sales staff (minimum 2 certified representatives)
Attend annual partner conferences
Use only approved marketing materials
Report sales activities monthly via Reseller Portal
3.2 Customer Support
Provide Tier 1 support to End Customers
Escalate complex issues to Provider within 4 hours
Maintain support availability during business hours
Achieve minimum 90% customer satisfaction rating
3.3 Compliance Requirements
Comply with all applicable laws and regulations
Maintain accurate customer records
Protect customer data per our Data Processing Agreement
Report any security incidents within 24 hours
4. Pricing and Commissions
4.1 Pricing Structure
Reseller receives Products at wholesale pricing (40% discount from MSRP)
Reseller may set retail prices within approved range (MSRP +/-10%)
Volume discounts available for large orders
4.2 Commission Schedule
Product Type | Standard Commission | Performance Bonus
--------------|---------------------|-------------------
Annual Subscription | 20% | +5% over quota
Multi-year Contract | 25% | +7% over quota
Enterprise Deal | 30% | +10% over quota
Add-on Services | 15% | +3% over quota
4.3 Payment Terms
Commissions paid monthly, NET 30
Minimum payout threshold: $500
Payment via ACH, wire transfer, or PayPal
Detailed commission statements provided via Reseller Portal
5. Intellectual Property
5.1 License Grant
Provider grants Reseller a limited, non-exclusive license to:
Use Provider trademarks for authorized marketing
Access and demonstrate Products to prospects
Distribute approved marketing materials
5.2 Restrictions
Reseller shall not:
Modify or create derivative works of Products
Reverse engineer or decompile any software
Use trademarks in a manner that disparages Provider
Sublicense rights without written approval