What are the key terms you would negotiate in a reseller or referral agreement?

What the interviewer wants to hear

• Partner type, scope, territory and segments
• Margin or referral fee and payment terms
• Exclusivity, targets and deal registration
• Roles for sales, support, billing and brand use
• Term, renewal, exit and data ownership

Model answer

First I define the model and scope: is it referral, resale or co-sell, and which territories, segments and products are included. Then the economics: referral fee or reseller margin, how it changes with volume, and when it is paid. I avoid broad exclusivity, or tie it to targets and a review date, and I set up deal registration rules to prevent conflict with our direct team. Roles must be clear: who sells, who implements, who supports, who bills, and how they may use our brand. Finally the protective terms: contract length, renewal, termination rights if targets are missed, confidentiality, and who owns the customer relationship and data. Legal drafts the agreement, but I make sure the commercial terms support how we actually want to go to market.

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