White-Label and Reseller Agreements: What to Include When Licensing Your Product

Letting another company sell, rebrand, or bundle your product can be one of the fastest ways to grow — someone else's sales team and customer relationships, without you having to build them yourself. But a white-label or reseller agreement hands a third party real control over how your product reaches the market, and a poorly drafted one can leave you with damaged branding, unpaid revenue, or a partner who has effectively become a competitor.

This article covers the terms that matter most when you're licensing your product for someone else to resell or rebrand.

White-Label vs. Reseller: What's the Difference?

The terms are often used loosely, but they describe two different arrangements:

• Reseller agreement — the reseller sells your product under your brand, usually earning a margin or commission, while customers know they're buying your product.
• White-label agreement — the partner sells your product under their own brand, and end customers may never know your company built it.

The distinction matters because it changes what needs to be in the contract — a white-label deal needs much more detailed rules about branding, trademark use, and what the partner is and isn't allowed to say about the product's origin.

Scope, Exclusivity, and Territory

• Whether the arrangement is exclusive or non-exclusive
• A defined territory, industry vertical, or customer segment the grant applies to
• Minimum performance or purchase commitments tied to any exclusivity — an exclusive grant with no performance requirement can leave you locked out of a market while your partner does nothing with it
• A right to add other partners, or convert exclusivity to non-exclusivity, if agreed targets are missed

Branding, Trademark Use, and Quality Control

For white-label deals especially, this section is where most disputes originate:

• Precise rules for how — or whether — the partner may reference your brand or company name
• A right to review and approve the partner's marketing materials before they go to market
• An ongoing right to audit the partner's service, or require corrective action, if their conduct risks damaging your reputation even though customers think they're dealing with the partner alone
• Confirmation that the underlying product, source code, and any pre-existing intellectual property remain yours — the agreement grants a right to distribute, not ownership

Payment, Support, and Liability Allocation

• Wholesale or licence pricing, and what happens if the partner doesn't hit agreed volumes
• Who handles first-line customer support, how technical issues escalate, and what happens if the partner's poor support damages your reputation
• Liability allocation if the reseller misrepresents your product to a customer, or if a defect in your product affects the reseller's customers
• Whether you need to restrict the partner from developing a competing product using knowledge gained through the relationship, or from approaching your other customers or suppliers directly

Term, Termination, and Transition

• A fixed term with renewal options, or an evergreen term terminable on notice
• Termination for convenience versus termination only for defined causes
• What happens to customers who are mid-relationship with the partner when the agreement ends, and who owns those relationships going forward
• A defined transition notice period so neither side is left scrambling if the relationship ends

A Note on Consumer Protection and Advertising

If the end customer is a consumer rather than a business, both you and your reseller may have exposure under general consumer protection and advertising law for misrepresentations made in the sales process — regardless of which company's name is on the marketing material. A white-label or reseller agreement should require the partner to comply with applicable advertising and consumer protection law and should address who bears responsibility if they don't.

Frequently asked questions