What This Form Does

This agreement governs the relationship between your marketplace platform and the third-party sellers who list and sell through it. It covers seller eligibility and onboarding requirements, product listing standards and prohibited items, pricing and commission structures, payment processing and settlement timing, order fulfillment and shipping obligations, returns and refund policies, seller performance metrics and enforcement, intellectual property protections, data access and use, and platform modification rights.

The template addresses the unique three-party dynamic of marketplace commerce — where the platform, seller, and buyer each have distinct rights and obligations — and clearly allocates responsibility for product liability, tax collection, consumer complaints, and regulatory compliance.

Why Startups Need This

Operating a marketplace without a proper seller agreement creates enormous legal exposure. Product liability claims, consumer protection violations, tax collection obligations, and payment processing disputes all need clear contractual allocation. Without it, your platform may be treated as the seller of record — inheriting product liability, warranty obligations, and regulatory duties that should belong to the actual seller.

The INFORM Consumers Act and similar state laws now impose specific verification and disclosure obligations on marketplace platforms. A properly structured seller agreement integrates these compliance requirements into the onboarding process rather than treating them as an afterthought.

2025–2026 Emerging Provisions

AI-Powered Listing Moderation. Addresses the use of automated systems for listing review, content moderation, and seller-performance scoring, including transparency requirements, appeal rights, and limitations on fully automated enforcement actions.

Cross-Border Digital Services Tax. Allocates responsibility for digital services taxes, marketplace facilitator sales tax, and VAT/GST obligations across jurisdictions where the platform, seller, and buyer may each be located in different countries.

INFORM Act Compliance. Integrates the federal INFORM Consumers Act seller-verification requirements — including bank account verification, tax ID collection, and high-volume seller disclosure — directly into the onboarding and ongoing compliance framework.

How to Use This Template

Download the .docx file and complete all bracketed fields. The Matter Control Sheet captures your marketplace model — whether you handle payment processing, fulfillment, or both — along with commission rates, settlement schedules, performance thresholds, and prohibited-product categories. Your commission and fee structure should be documented in a schedule that can be updated without amending the entire agreement.

Pay particular attention to the product-liability and indemnification provisions. The agreement should clearly establish that sellers — not the platform — bear responsibility for product safety, accuracy of listings, and compliance with applicable product regulations. Have your payment-processing partner review the settlement and hold-back provisions to ensure they align with your actual payment flows.

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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.