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.
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.
FEATURED SOLUTIONS
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Unlike complex CLMs with long implementations and steep learning curves, DocJuris is built for speed and simplicity. We integrate with your workflow—whether connecting to a CLM or uploading agreements manually—so you're up and running in days, not months.
WEEK 1
CLM Readiness and Design
Our CX team works with you to understand your contracting challenges, prioritize key workflows, and identify the biggest impact areas. We build a tailored implementation plan that fits your needs.
WEEK 2
Install Module
We connect DocJuris to your contract repositories, set up admin and user accounts, and ensure your environment is ready for success.
WEEK 3
Deliver & Test
Your team builds initial playbooks, reviews existing clause libraries, and trains the DocJuris agent to align with your internal standards and negotiation positions.
WEEK 4
Launch
We support you in rolling out DocJuris to a pilot group or your full organization—with launch materials, training, and hands-on support to drive adoption from day one.
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DocJuris is not a law firm or a substitute for an attorney or law firm. We cannot provide any kind of advice, explanation, opinion, or recommendation about possible legal rights, remedies, defenses, options,selection of forms or strategies.