# Authorized Reseller Agreement **Between:** [MANUFACTURER LEGAL NAME] ("Manufacturer") **And:** Def Dog Productions LLC ("Reseller") **Effective Date:** [EFFECTIVE DATE] --- ## 1. Parties **Manufacturer:** [MANUFACTURER LEGAL NAME] [MANUFACTURER ADDRESS] [MANUFACTURER CITY, STATE, ZIP] [MANUFACTURER COUNTRY] **Reseller:** Def Dog Productions LLC [RESELLER ADDRESS] [RESELLER CITY, STATE, ZIP] United States --- ## 2. Grant of Rights Manufacturer hereby grants Reseller a non-exclusive, non-transferable right to market, promote, and facilitate the sale of the following products ("Products") within the Territory defined herein: - [PRODUCT NAME 1] - [PRODUCT NAME 2] - [ADDITIONAL PRODUCTS AS AGREED] This agreement does not grant Reseller the right to modify, reverse engineer, or sublicense the Products. Reseller may not appoint sub-resellers without prior written consent of Manufacturer. --- ## 3. Demo Unit Provision Manufacturer shall provide Reseller with one (1) demonstration unit per Product model listed above ("Demo Unit") on loan, at no cost to Reseller, for the purposes of: (a) Product evaluation, review, and editorial content creation; (b) In-person demonstrations to prospective buyers; (c) Photography and video production for marketing purposes. Demo Units remain the property of Manufacturer. Reseller shall maintain Demo Units in good working order and return them within thirty (30) days of written request by Manufacturer or upon termination of this Agreement. Reseller is responsible for reasonable care of Demo Units but is not liable for normal wear and tear. --- ## 4. Territory This Agreement grants Reseller the right to market and sell Products in the following territory: **United States of America**. Sales outside this Territory require prior written approval from Manufacturer. --- ## 5. Pricing and Margins **Dealer Discount:** [TO BE NEGOTIATED — TYPICALLY X% OFF MSRP] Reseller shall sell Products at or above Manufacturer's Minimum Advertised Price (MAP), if applicable. Specific pricing, discount schedules, and margin structures shall be agreed upon in writing as an addendum to this Agreement. Reseller is responsible for all sales tax, duties, and applicable fees on transactions within the Territory. --- ## 6. Marketing Rights Manufacturer grants Reseller the right to: (a) Use Manufacturer's product names, logos, imagery, and brand assets ("Brand Assets") solely in connection with the marketing and sale of Products; (b) Publish editorial content, reviews, and promotional materials featuring Products; (c) Reference Reseller's status as "Authorized Reseller" in marketing communications. Reseller agrees to: (a) Use Brand Assets only as provided or approved by Manufacturer; (b) Submit materials referencing Manufacturer's brand for approval prior to publication if requested; (c) Not make representations about Products that are false, misleading, or not supported by Manufacturer's official documentation. --- ## 7. Term and Renewal This Agreement shall have an initial term of **one (1) year** from the Effective Date. Upon expiration, it shall automatically renew for successive one-year terms unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term. --- ## 8. Termination Either party may terminate this Agreement: (a) **For cause:** immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within fifteen (15) days of written notice; (b) **Without cause:** upon thirty (30) days written written notice to the other party. Upon termination, Reseller shall: (i) cease all use of Brand Assets; (ii) return Demo Units; (iii) cease representing itself as an Authorized Reseller. Outstanding transactions in progress at the time of termination shall be completed according to the terms of this Agreement unless otherwise agreed in writing. --- ## 9. Representations and Warranties Each party represents that it has full authority to enter into this Agreement and that doing so does not conflict with any other agreement to which it is a party. Manufacturer represents that it has the right to grant the rights set forth in this Agreement and that the Products do not infringe any third-party intellectual property rights. --- ## 10. Limitation of Liability Neither party shall be liable to the other for any indirect, incidental, special, or consequential damages arising from this Agreement, even if advised of the possibility of such damages. Each party's total liability under this Agreement shall not exceed the aggregate fees paid or payable in the twelve (12) months preceding the claim. --- ## 11. General Provisions - **Governing Law:** This Agreement shall be governed by the laws of the State of [GOVERNING STATE], without regard to conflict of law principles. - **Dispute Resolution:** The parties agree to attempt to resolve disputes through good-faith negotiation before pursuing formal legal remedies. - **Entire Agreement:** This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements. - **Amendments:** This Agreement may only be amended by a written instrument signed by both parties. - **Severability:** If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force. - **Notices:** All notices shall be delivered in writing via email or certified mail to the addresses above. --- ## 12. Signatures By signing below, both parties agree to the terms of this Authorized Reseller Agreement. **Manufacturer:** Signature: ___________________________ Name: [AUTHORIZED SIGNATORY NAME] Title: [TITLE] Date: ___________________________ --- **Reseller — Def Dog Productions LLC:** Signature: ___________________________ Name: Kevin Baluha Title: Owner / Managing Member Date: ___________________________