What This Form Does

This White-Label SaaS Agreement governs the relationship between a SaaS platform provider and a reseller or partner who will offer the platform under its own brand. It establishes the scope of branding rights, customization capabilities, customer-relationship ownership, data-handling obligations, revenue-sharing mechanics, support responsibilities, and the terms under which the white-label relationship may be terminated.

The agreement addresses the full lifecycle: onboarding and brand setup, ongoing operations and feature updates, customer support escalation paths, billing and revenue collection, and end-of-relationship transition — including what happens to the reseller’s customers when the agreement terminates.

Why Startups Need This

White-labeling is one of the fastest paths to scaling a SaaS business — but it creates a complex three-party relationship (provider, reseller, end customer) where misaligned incentives and ambiguous contractual terms can cause serious problems. Who owns the customer relationship? Who is responsible when the platform goes down? Who controls the customer’s data? What happens to customers if the reseller goes out of business?

Without a comprehensive agreement, providers risk losing control of their platform’s reputation (the reseller’s brand is what customers see), while resellers risk building their business on a platform that can change pricing, features, or availability without notice. This template addresses both sides’ concerns with balanced, negotiable provisions.

Key Provisions

Branding & Customization. Defines the scope of white-label branding: logo placement, color schemes, custom domains, email templates, and UI elements the reseller may customize. Establishes brand guidelines, approval processes for branding changes, and restrictions on removing the provider’s attribution (if any).

License Scope & Exclusivity. Defines whether the white-label arrangement is exclusive (by territory, vertical, or customer segment) or non-exclusive. Establishes the reseller’s right to sublicense to end customers and the terms that must flow through to end-customer agreements.

Customer Ownership. Addresses the most contentious issue in white-label arrangements: who owns the customer relationship. Typically, the reseller owns the commercial relationship while the provider owns the platform relationship — but this boundary must be precisely defined, especially regarding direct communication, upselling, and post-termination customer access.

Data Ownership & Isolation. Establishes that end-customer data belongs to the end customer, defines the reseller’s and provider’s respective roles as data processors, and requires multi-tenant data isolation so that one reseller’s customer data is not accessible to other resellers or the provider’s direct customers.

Revenue & Billing. Defines the revenue-sharing model (percentage split, per-seat licensing, usage-based pricing), billing mechanics (who invoices the end customer), payment timing, and minimum-revenue commitments. Addresses currency, tax withholding, and cross-border payment considerations.

Support & SLA. Establishes tiered support responsibilities: the reseller provides first-line support to end customers, the provider provides second-line/engineering support to the reseller. Defines SLA commitments, escalation paths, incident-response timelines, and service-credit allocation between provider and reseller.

Feature Updates & Roadmap. Addresses the provider’s obligation to keep the white-label platform current, advance notice of breaking changes, the reseller’s ability to influence the product roadmap, and opt-in versus automatic feature rollouts.

Termination & Customer Transition. Defines wind-down mechanics including customer notification, data migration, transition periods (typically 6–12 months for enterprise white-label arrangements), and the provider’s right to offer direct service to the reseller’s customers post-termination.

2025–2026 Emerging Provisions

AI-Feature White-Labeling. Addresses the increasingly common scenario where the underlying SaaS platform includes AI/ML features — establishing who is responsible for AI output quality, how AI-related incidents are handled, and whether the reseller may make independent claims about AI capabilities to end customers.

Multi-Tenant AI Data Isolation. Ensures that AI models serving one reseller’s customers are not trained on or influenced by another reseller’s customer data — a critical requirement as AI features become standard in SaaS platforms.

Usage-Based AI Pricing Pass-Through. Addresses the cost allocation for AI-intensive features where the provider incurs per-query inference costs, establishing transparent pass-through pricing, cost caps, and the reseller’s ability to set its own markup on AI features.

Regulatory Compliance Allocation. Addresses the allocation of compliance obligations under emerging AI regulations, data-privacy laws, and industry-specific requirements between the provider and reseller — particularly in regulated industries (fintech, healthtech, edtech) where the reseller may face sector-specific requirements.

How to Use This Template

Download the .docx file and complete all bracketed fields. The most critical negotiations will center on customer ownership (particularly post-termination), exclusivity scope, revenue-sharing percentages, and the termination transition period. Both parties should model the economics carefully — a revenue split that works at launch may not work at scale.

Attach a detailed technical specification as an exhibit covering customization capabilities, API integration points, data-isolation architecture, and SLA measurement methodology. The exhibit should be updated as the platform evolves.

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This template is provided for informational and educational purposes only and does not constitute legal advice. Consult a qualified attorney licensed in your jurisdiction before using any legal document. Montague Law provides this resource as part of the largest free open-source startup legal template library.