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1. Parties: Identification of the service provider and the reseller, including full legal names and addresses
2. Background: Context of the agreement, explaining the nature of white label services and the parties' intentions
3. Definitions: Key terms used throughout the agreement, including 'Services', 'White Label Products', 'Intellectual Property', 'Confidential Information'
4. Appointment and Scope: Terms of appointment of service provider and detailed scope of white label services
5. Branding and Marketing Requirements: Rules for branding, marketing, and representing the white label services
6. License Grants: Licenses for intellectual property, trademarks, and related rights
7. Service Provider Obligations: Core obligations including service delivery, quality standards, and support
8. Reseller Obligations: Responsibilities of the reseller including marketing, customer service, and compliance
9. Fees and Payment: Pricing structure, payment terms, and related financial obligations
10. Intellectual Property Rights: Ownership and protection of IP, including newly created materials
11. Confidentiality: Protection of confidential information and trade secrets
12. Data Protection and Privacy: Compliance with privacy laws and data handling requirements
13. Representations and Warranties: Standard and specific warranties from both parties
14. Liability and Indemnification: Limitation of liability and mutual indemnification provisions
15. Term and Termination: Duration, renewal, and termination provisions
16. General Provisions: Standard boilerplate clauses including governing law, notices, and assignment
1. Service Level Agreement: Detailed service levels and performance metrics - include when specific performance standards are crucial
2. Change Control: Procedures for implementing changes to services - include for complex or evolving service arrangements
3. Disaster Recovery: Business continuity and disaster recovery procedures - include for critical services
4. Audit Rights: Rights to audit service provider's operations - include for regulated industries or when compliance is crucial
5. Territory Restrictions: Geographic limitations on service provision - include for territorially restricted arrangements
6. Customer Support Requirements: Detailed support obligations - include when customer service is a critical component
7. Training and Documentation: Requirements for training and documentation - include for complex technical services
8. Non-Competition: Restrictions on competitive activities - include when protecting market position is crucial
1. Schedule A - Services Description: Detailed description of all services to be provided
2. Schedule B - Service Levels: Specific performance metrics and service level requirements
3. Schedule C - Fee Schedule: Detailed pricing, payment terms, and fee calculations
4. Schedule D - Branding Guidelines: Specific requirements for use of brands and marketing materials
5. Schedule E - Technical Requirements: Technical specifications and integration requirements
6. Schedule F - Support Procedures: Detailed procedures for technical and customer support
7. Schedule G - Data Processing Agreement: Specific terms for handling personal and confidential data
8. Schedule H - Transition Plan: Procedures for service transition at termination
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