Channel partner agreement

A channel programme is a set of promises to partners about what they will earn and how they will be treated, and the agreement is where those promises become obligations the business can live with: tiers that can be changed, deal registration that resolves conflicts, margins and rebates that are earned rather than assumed, marketing funds that are accounted for, and rules on incentives that keep the programme on the right side of competition and bribery law. I draft the partner agreement and the programme terms for a fixed fee of £995, delivered in five working days.

Who this is for

Software and technology businesses in England and Wales launching or formalising a partner programme with resellers, referral partners, integrators and consultancies, who need one agreement that governs every partner and a programme guide that can change without renegotiating it.

What matters in a channel partner agreement

The programme, tiers and what the agreement fixes

The agreement should set the legal terms that apply to every partner and refer to a programme guide for the tiers, benefits and requirements that the business may change on notice, so that the commercial programme can evolve without a new contract each time; the agreement should say what notice is required for changes, that accrued entitlements are honoured, and that a partner may terminate if a change materially reduces its benefits. The partner's role (reseller, referrer, integrator) decides which schedule applies and whether it buys and resells or introduces.

Deal registration and conflicts

The agreement should provide a deal registration mechanism: how a partner registers an opportunity, the information required, the period of protection, the business's decision on competing registrations and its right to work an opportunity directly, and the consequences (protected margin, referral fee, or nothing) of a deal closed by another route; conflicts between partners and between a partner and the direct sales team are the commonest programme dispute, and a written mechanism is what settles them.

Margins, rebates and marketing funds

The agreement should state how partner margin or referral fees are calculated and when they are earned (on the customer's payment, not on order), rebates by tier and their conditions, clawback where a customer cancels or does not pay, marketing development funds and the claims and evidence process, and payment terms with interest under the Late Payment of Commercial Debts (Interest) Act 1998 where the partner is owed money. Fees paid to a partner that influences a customer's decision must be legitimate and transparent, and the Bribery Act 2010 makes an improper inducement to a customer's employee an offence for the partner and potentially for the business.

Training, certification and the partner's obligations

The agreement should require the partner to complete training and hold certifications for its tier, to represent the product accurately, to comply with law and the business's policies, to register customers and report as required, to provide first-line support where it resells, and to maintain insurance; it should set the business's obligations in return: partner portal access, enablement, lead sharing where offered, and the service levels the partner may rely on. Partner staff who access customer data act under processor terms that satisfy Article 28 of the UK GDPR where that applies.

Competition law, exclusivity and incentives

Where partners resell, the agreement must not fix resale prices, and territorial and customer restrictions must fit the Competition Act 1998 (Vertical Agreements Block Exemption) Order 2022; where the programme rewards partners for exclusivity or for not selling competing products, the restriction must be limited in scope and duration and assessed under the Competition Act 1998. Incentives to partners' individual sales staff should be paid through the partner with its knowledge, and the agreement should require partners to comply with anti-bribery law and to have their own policies.

Non-solicitation, confidentiality, termination and marks

The agreement should protect the business's customers and staff from solicitation by the partner for a reasonable period, protect pricing, roadmap and customer information as confidential, license the partner to use the business's marks and programme badges under section 28 of the Trade Marks Act 1994 with quality control, and provide for termination for breach, insolvency, change of control and on notice, without compensation, because a channel partner is not a commercial agent within the Commercial Agents (Council Directive) Regulations 1993 unless it negotiates the sale of goods as agent. Liability should be capped under section 11 of the Unfair Contract Terms Act 1977 and third-party rights excluded under the Contracts (Rights of Third Parties) Act 1999.

What it costs

Reseller or partner agreement, £995. Channel, referral or white label arrangements. Five working days.

Buying online forms the engagement on payment. The scope is what the saas and technology contracts page describes, you accept the Terms of Service at checkout, and I email you within four working hours to get started. If you would rather ask something first, email me.

What you get

• A bespoke contract drafted for how your product is sold, delivered and supported
• Service levels you can meet, with remedies that are proportionate rather than aspirational
• A liability position that is defensible and will survive enterprise procurement
• IP and data provisions that fit together rather than contradicting each other
• A commercial note on where you will get pushback and what is worth conceding
• One round of amendments

What is not included

• Negotiating individual enterprise deals, which I quote separately
• Advice on the law of jurisdictions outside England and Wales
• Technical security certification or audit
• Regulatory advice for regulated sectors such as financial services or health

Questions I am often asked

Can we change partner margins without renegotiating every agreement?

If the agreement fixes the legal terms and refers to a programme guide the business may change on notice, with accrued entitlements honoured and a termination right for material reductions, yes. That structure is the point of the agreement.

Two partners registered the same deal. Who gets it?

Whoever the deal registration mechanism says: usually the first complete registration, with the business's decision final and the protected period defined. The agreement is drafted to answer the question before it is asked.

Can we pay a bonus directly to a partner's salesperson?

Only through the partner with its agreement, and never to a customer's employee. The agreement channels incentives through the partner and requires anti-bribery compliance on both sides.

Related guidance and services

• SaaS and technology contracts, £995, the service this page describes
• Contract review, £495
• Data protection agreements and privacy terms, £795
• Reseller agreement for a UK software vendor
• Referral partner agreement for a SaaS business

This page is general guidance for businesses in England and Wales, not advice on your own circumstances. Last reviewed: September 2026. Email geoffrey@caesar.co.uk.