Reseller and affiliate agreements that actually protect your brand

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Resellers and affiliates get grouped together constantly, both bring you sales through someone else's effort, but the agreements protecting each relationship need to cover genuinely different ground. A reseller is buying your product and taking on inventory risk; an affiliate is promoting it and taking a cut of sales they drive, with no inventory involved at all. Using one template for both leaves real gaps.

Clauses

Reseller agreement

• Pricing and minimum resale price. Wholesale price to the reseller, and if you want to protect your brand's pricing consistency, a minimum advertised price the reseller agrees not to undercut. This matters most for brands trying to maintain a consistent price image across every channel a customer might encounter them in.
• Territory, if relevant. Whether the reseller has exclusivity in a defined region or market, or is one of several resellers operating without territorial restriction. A distributor agreement for small manufacturers goes deeper on exclusivity levels.
• Brand usage rules. What the reseller can and can't do with your logo, product photography, and brand name in their own marketing, since a reseller using your brand assets poorly reflects directly on you even though you have no direct control over how they run their own store.
• Return and defect handling between you and the reseller. Separate from your end-customer return policy, this covers what happens when the reseller themselves needs to return unsold or defective inventory back to you.

Affiliate agreement

• Commission structure. Percentage or flat amount per sale, and specifically what counts as a qualifying sale, before or after returns and refunds are deducted, which is a detail that causes real disputes if left vague. The same questions come up in a referral partner agreement, where the partner only makes introductions.
• Payout terms. Minimum payout threshold, payment schedule, and method.
• Tracking and attribution. How a sale gets credited to a specific affiliate, cookie duration, a unique code or link, and what happens in an edge case like a customer clicking two different affiliates' links before buying.
• FTC disclosure requirement. In the US, the Federal Trade Commission requires a clear and conspicuous disclosure whenever someone is promoting a product for a commission, whether that's a blog post, a social media caption, or a video. State this requirement directly in the agreement and require the affiliate to actually include it, since an undisclosed affiliate relationship creates legal exposure that can extend back to you as the brand, not just to the individual affiliate.

A simple structure to follow

Keep both agreements to the essentials rather than an overly long legal document nobody actually reads before signing. State the relationship type plainly in the first paragraph, reseller or affiliate, not both at once even if the same person happens to be doing both, since mixing the two into one document makes it unclear which rules apply to which activity. Follow with the specific terms above, then a termination clause stating how either side can end the relationship and what happens to any pending commissions or unsold inventory at that point, and close with the signature block. Add a short, specific list of prohibited practices for affiliates in particular, bidding on your own brand name in paid search ads, making product claims you haven't approved, using your trademark in a domain name, since these are the handful of issues that come up repeatedly across affiliate programs and are far easier to prevent with a clear upfront rule than to untangle after an affiliate has already been running ads for weeks. For a reseller that holds stock and handles warranty work, see the dealer agreement template.

Sign and file

Get the agreement signed before the reseller lists your product or the affiliate starts promoting it, not after. A verbal "sure, go ahead" followed by a formal agreement weeks later means weeks of activity happened under no actual agreed terms, which is exactly when a disagreement over commission rate or brand usage is hardest to resolve, since there's nothing signed covering that period. QuickSigner, an electronic signature platform for uploading a document, adding signer fields, and collecting a legally binding signature from any device, works well for this as a reusable template, the same base agreement sent to each new reseller or affiliate with only their specific details, name, commission rate, territory, filled in each time. File the signed agreement against that specific partner's record, alongside their payout history and any communication, so a question months later about what was agreed doesn't require digging through old email threads. As your program grows past a handful of partners, this record-keeping habit matters even more, since it's the only practical way to confirm which version of your terms a given reseller or affiliate actually signed if your standard agreement has changed since they joined. A store running dozens of affiliates through a network like ShareASale or Impact should still keep its own signed copy of the underlying agreement outside the network's own dashboard, since a network outage, an account dispute, or a platform migration shouldn't be the only place proof of the terms exists.

A worked example

A skincare brand brings on an affiliate with a following in the beauty space, agreeing verbally to a 15 percent commission before any paperwork is signed. The affiliate starts posting within the week, driving real sales. A month in, a wave of returns comes in on one of the promoted products, and the brand and affiliate disagree over whether commission should have been paid on orders that were later refunded, since nothing was ever written down about it. Untangling a month of already-paid commissions after the fact is a far worse conversation than it would have been to settle the same question in a one-line clause before the first post ever went up.

With a signed agreement in place from day one stating commission is calculated on net sales after refunds, paid monthly with a 30-day holdback on any order still within its return window, the same wave of returns becomes a non-event. The holdback period means affected orders simply haven't been paid out yet, so there's no commission to claw back and no argument to have, the terms already anticipated exactly this situation.

How I'd approach this

The disputes I hear about most in reseller and affiliate relationships are almost never about the big picture, they're about a specific detail nobody wrote down: whether commission applies before or after refunds, whether the reseller was actually allowed to run a sale below the minimum advertised price, whether a specific piece of brand usage crossed a line nobody had defined. These are all cheap to prevent with a clear, signed agreement up front and genuinely expensive to untangle after the fact once money and reputation are already involved. If you're managing a growing list of resellers or affiliates and the agreements, commission tracking, and payout records aren't currently connected to each other, bringing that into one system is exactly the kind of work I do. Get in touch if that's where you're at.