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PLAYBOOK TEMPLATES

Reseller Distribution Agreement

A Reseller or Distribution Agreement governs how products are marketed and sold through intermediaries, defining territories, pricing, and performance expectations. This playbook explains negotiation levers around exclusivity, revenue targets, and brand protection.

Scope of Work

Why This Matters: Ambiguity in scope can lead to disputes and additional costs. A well-defined scope mitigates risks and aligns expectations from the outset.

Negotiation strategy

If you're the Manufraturer:

Ensure the scope is detailed and aligns with business objectives. Verify that all deliverables, responsibilities, and timelines are clearly defined and measurable.

If you're the Distributor:

Propose a realistic timeline and clearly define deliverables to avoid scope creep. Ensure responsibilities are clearly assigned to prevent misunderstandings.

Essential elements

1

Deliverables

Specific items to be delivered.
2

Responsibilities

Duties of each party.
3

Timelines

Deadlines for deliverables.

Action framework

ACCEPT

Propose edits if deliverables or timelines are unclear.

EDIT

Reject if the scope is too vague or lacks measurable outcomes.

ADD

Add new language if key deliverables or responsibilities are missing.

PRO TIP

Always ensure the scope is specific and measurable to prevent future disputes.

Example clauses

FAVORABLE

Preferred Deliverable Clause

"The Contractor shall deliver [specific deliverable] by [date], ensuring [specific quality or standard]."
NEUTRAL

Fallback Deliverable Clause

"The Contractor aims to deliver [general deliverable] by [approximate date], subject to [conditions]."
UNFAVORABLE

Vague Deliverable Clause

"The Contractor will deliver the project as soon as possible."

Fallbacks

Complex Projects with Multiple Phases

Segment the SOW into distinct phases with specific deliverables and timelines for each. This approach helps manage complex projects effectively.

High-Risk Projects

For high-risk projects, include contingency plans and risk mitigation strategies within the SOW to address potential issues proactively.

Short-Term Contracts

In short-term contracts, focus on immediate deliverables and ensure timelines are tight but realistic to meet quick turnaround requirements.
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