White-Label Agreement Template — Service Delivery & Revenue Sharing
Define white-label services clearly, establish branding requirements, and protect both parties with a contract built for white-label partnerships.
Contract Template
1. Parties & Agreement
Identifies the white-label provider and reseller entering into a white-label services partnership.
This White-Label Services Agreement ("Agreement") is entered into as of [DATE]:
Provider: [YOUR NAME/COMPANY], located at [ADDRESS] ("Provider")
Reseller: [RESELLER NAME/COMPANY], located at [ADDRESS] ("Reseller")
This Agreement governs white-label services provided by Provider to Reseller's clients.2. White-Label Services Scope
Specifies exact services that Provider will deliver under Reseller's brand.
Services Included: - [SERVICE 1 - detailed description] - [SERVICE 2 - detailed description] - [SERVICE 3 - detailed description] Service Delivery: - Services delivered under Reseller's brand - No visible indication of Provider's involvement - Provider acts as Reseller's service delivery arm Service Level Agreements: - Response time: [X] hours for support requests - Uptime/availability: [X]% (if applicable) - Quality standards: [DEFINE STANDARDS] NOT Included: [LIST EXCLUSIONS]
3. Branding & White-Label Requirements
Establishes branding requirements and white-label standards.
Branding Requirements: - All services delivered under Reseller's brand - All communications use Reseller's name and branding - Provider's identity remains confidential - No mention of Provider in client-facing materials Branding Guidelines: - Reseller will provide brand assets (logos, colors, fonts) - Provider will use Reseller's branding consistently - Provider will maintain brand standards Confidentiality: - Provider will not reveal white-label relationship to end clients - Provider will not compete directly with Reseller - Provider will not use Reseller's client list for marketing
4. Client Relationship Management
Clarifies client ownership and communication protocols.
Client Ownership: - Reseller owns all client relationships - Reseller is primary point of contact for clients - Provider delivers services behind the scenes Communication Protocols: - Provider communicates through Reseller (preferred) - OR Provider communicates using Reseller's brand - Direct client communication only with Reseller approval Client Onboarding: - Reseller handles client acquisition and contracts - Reseller provides client information to Provider - Provider sets up services per Reseller's instructions Escalation: Provider escalates client issues to Reseller first
5. Revenue Sharing & Pricing
Establishes pricing model and payment terms.
Pricing Model: [FIXED FEE / PERCENTAGE / COST-PLUS] Option A - Fixed Fee Per Client: - Provider charges Reseller $[AMOUNT] per client per [PERIOD] - Reseller sets end-client pricing Option B - Percentage of Revenue: - Provider receives [X]% of Reseller's revenue from services - Reseller receives [X]% of revenue Option C - Cost-Plus Markup: - Provider charges cost + [X]% markup - Reseller adds their markup for end-client pricing Payment Terms: - Provider invoices Reseller [FREQUENCY] - Payment due: Net [X] days from invoice - Late Payment: [X]% monthly fee after [X] day grace period Price Changes: [X] days notice required for price increases
6. Service Level Agreements
Defines performance standards and SLAs.
Performance Standards: - Service quality: [DEFINE STANDARDS] - Response times: [X] hours for [TYPE] requests - Uptime (if applicable): [X]% - Support availability: [HOURS/DAYS] SLA Credits: - If Provider fails to meet SLA: [CREDIT STRUCTURE] - Credits applied to next invoice - Maximum credits: [X]% of monthly fee Measurement: - SLAs measured [MONTHLY / QUARTERLY] - Reports provided to Reseller Force Majeure: SLA credits don't apply during force majeure events
7. Non-Compete & Exclusivity
Establishes non-compete terms and exclusivity provisions.
Provider Non-Compete: - Provider will not compete directly with Reseller - Provider will not serve Reseller's clients directly - Provider will not reveal white-label relationship to compete - Non-compete period: [X] months after Agreement ends Reseller Exclusivity (If Applicable): - Reseller may use only Provider for white-label services - Reseller may not use competing providers - Exclusivity applies to [GEOGRAPHIC AREA / CLIENT TYPE] Territory: [DEFINE TERRITORY IF APPLICABLE] Violation of non-compete: [REMEDIES - termination, damages, etc.]
8. Client Data & Confidentiality
Establishes data handling and confidentiality requirements.
Client Data: - Provider will handle client data per Reseller's instructions - Provider will maintain data security and privacy - Provider will comply with applicable data protection laws Confidentiality: - Provider will maintain confidentiality of Reseller's client information - Provider will not use client data for Provider's own purposes - Provider will not share client data with third parties Data Ownership: - Reseller owns all client data - Provider has access only for service delivery - Upon termination: Provider will return or delete client data
9. Provider Responsibilities
Defines Provider's obligations under the agreement.
Provider will: - Deliver services per agreed scope and quality standards - Use Reseller's branding consistently - Maintain service level agreements - Provide regular service reports to Reseller - Escalate issues to Reseller appropriately - Maintain confidentiality of white-label relationship - Comply with applicable laws and regulations Provider will NOT: - Compete with Reseller or serve Reseller's clients directly - Reveal Provider's identity to end clients - Use Reseller's client list for Provider's marketing - Provide services outside agreed scope without additional fees
10. Reseller Responsibilities
Defines Reseller's obligations under the agreement.
Reseller will: - Provide accurate client information to Provider - Handle client acquisition and contracts - Provide brand assets and guidelines - Pay Provider fees per payment terms - Communicate client requirements clearly - Handle client billing and collections - Provide timely feedback and approvals Reseller is responsible for: - Client relationships and satisfaction - End-client pricing and billing - Client contracts and legal compliance - Marketing and client acquisition
11. Termination
Allows termination with notice and defines transition procedures.
Either party may terminate with [X] days written notice Immediate Termination: - Material breach of Agreement - Non-payment after [X] days - Violation of non-compete or confidentiality Upon Termination: - Provider will complete services for active clients during notice period - Provider will return or delete all client data - Provider will cease using Reseller's branding - Reseller will pay for all services rendered through termination date - Non-compete and confidentiality obligations continue Transition: Provider will provide [X] days transition support
12. Limitation of Liability
Limits liability for both parties.
Provider's liability limited to total fees received in past [X] months Reseller's liability limited to total fees paid in past [X] months Neither party liable for: - Indirect, consequential, or punitive damages - Lost profits or business opportunities - Client dissatisfaction (Reseller's responsibility) - Force majeure events Provider not liable for Reseller's client relationships or business results Reseller responsible for client satisfaction and retention
13. Signatures
Executes the white-label agreement with dated signatures.
Both parties agree to the terms above. Provider: _________________ Date: _________ Reseller: _________________ Date: _________
Disclaimer: This template is provided for informational purposes only and does not constitute legal advice. We recommend having a qualified attorney review any contract before use to ensure it meets your specific needs and complies with applicable laws in your jurisdiction.
Pro Tips
- Define service scope clearly—what's included vs excluded
- Establish branding requirements—protect reseller's brand
- Set clear revenue sharing terms—avoid disputes
- Clarify client ownership—reseller owns relationships
- Include non-compete terms—protect reseller investment
- Define SLAs—set performance expectations
Key Features of This Contract
Service Delivery & Quality Standards
Defines exact services that white-label provider will deliver, quality standards, and service level agreements. Establishes what's included in white-label services versus what requires additional fees. Sets performance benchmarks and response time SLAs. Prevents resellers from expecting services outside agreed scope while ensuring providers maintain quality standards that protect reseller's brand reputation.
Branding & White-Label Requirements
Establishes that services will be delivered under reseller's brand with no visible indication of white-label provider. Defines branding requirements, communication standards, and how provider's identity is protected. Prevents provider from competing directly with reseller or revealing white-label relationship to end clients. Protects reseller's brand while allowing provider to deliver services behind the scenes.
Client Relationship & Communication Protocols
Clarifies who owns client relationships (reseller) and how communication flows. Reseller owns client relationships; provider communicates through reseller or using reseller's brand. Defines escalation procedures and when provider can communicate directly with end clients. Prevents provider from building direct relationships that could bypass reseller.
Revenue Sharing & Pricing Structures
Establishes pricing model (fixed per-client fee, percentage of reseller revenue, or cost-plus markup) and payment terms. Defines who sets end-client pricing (reseller) versus provider costs. Includes provisions for price changes and how they're handled. Protects both parties with clear financial terms and prevents disputes about pricing and payments.
Service Scope & Exclusions
Clearly defines what services are included in white-label agreement versus what requires separate agreements or additional fees. Prevents scope creep where resellers expect additional services without additional costs. Establishes boundaries for what provider will and won't do. Protects provider from unlimited service expectations while giving resellers clear understanding of what they're buying.
Non-Compete & Exclusivity Terms
Prevents provider from competing directly with reseller in reseller's market or serving reseller's clients directly. May include exclusivity terms preventing reseller from using competing providers. Balances protection of reseller's business with provider's ability to serve other clients. Prevents conflicts of interest and protects reseller investment in building client relationships.
Frequently Asked Questions
Who owns the client relationships?
The reseller owns all client relationships. The provider delivers services behind the scenes under the reseller's brand. Your contract should clearly establish that the reseller is the primary point of contact and that the provider communicates through the reseller or using the reseller's brand.
What if the provider wants to serve my clients directly?
Your contract should include non-compete provisions preventing the provider from competing with you or serving your clients directly. Include a non-compete period (typically 6-12 months) after the agreement ends. Violation should result in termination and potential damages.
How should pricing be structured?
It depends on your business model. Fixed fee per client is simple and predictable. Percentage of revenue aligns incentives but requires transparency. Cost-plus markup gives you control over end-client pricing. Your contract should clearly define the pricing model and payment terms.
What if the provider reveals the white-label relationship?
Your contract should require the provider to maintain confidentiality of the white-label relationship. Revealing the relationship to end clients should be a material breach allowing immediate termination. Include remedies for breaches of confidentiality.
Should I require exclusivity?
It depends. Exclusivity prevents the provider from serving your competitors, but it also limits the provider's business. If you require exclusivity, you may need to pay higher fees or guarantee minimum volumes. Your contract should clearly define exclusivity terms if applicable.
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