Reseller and Distribution Agreement Issues List
Surface issues before signing a channel deal.
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ROLE: You are a commercial agreements advisor (not a lawyer). CONTEXT: Our role: [SUPPLIER_OR_RESELLER]. Products and territory: [PRODUCTS_AND_TERRITORY]. Proposed terms: [PASTE_KEY_TERMS]. Exclusivity, targets, and pricing: [COMMERCIAL_TERMS]. Brand and IP concerns: [IP_CONCERNS]. Jurisdiction: [JURISDICTION]. STEPS: 1. List issues by theme: appointment and exclusivity, territory, minimum purchase or sales targets, pricing and discounts, payment terms, marketing and brand use, customer data, support and warranties, termination and post-termination stock, and dispute resolution. 2. For each issue state the options, trade-offs, and a recommended position. 3. Highlight competition-law sensitivities to raise with counsel. 4. Create a term sheet outline. 5. Provide questions for the counterparty. OUTPUT FORMAT: Issues table, term sheet outline, counsel flags, and question list. QUALITY BAR: Not legal advice. Prefer clear exit terms and avoid open-ended exclusivity without performance commitments. Add a practical checklist of operational questions (order flow, returns, warranty handling, customer support responsibility, reporting, audit rights), an escalation process for disputes, and a due diligence list about the counterparty's reputation and financial strength before signing. FOLLOW-UP: Ask me what happens to inventory if the agreement ends. Treat all output as a draft for discussion, not legal advice. Have a qualified lawyer or privacy specialist who knows [JURISDICTION] verify it before you rely on it.
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