What is the difference between a white label agreement and a reseller agreement?

A reseller resells a product under the original brand, so the customer knows who made it. A white label agreement lets the reseller remove the producer's branding and sell the product as their own. White labeling almost always involves rebranding rights, while a standard reseller agreement may not. The two overlap, and many contracts combine both arrangements.

Who owns the intellectual property in a white label deal?

In nearly every white label arrangement, the producer keeps ownership of the underlying product, code, and technology. The reseller gets a license to apply its own brand and sell the product, but it does not own the IP. The agreement should state this explicitly and clarify that the reseller owns its own brand assets, customer relationships, and marketing materials.

Should a white label agreement be exclusive?

It depends on leverage and volume. Exclusivity (where the producer agrees not to white label to competitors in a territory or market segment) is valuable to the reseller but limits the producer. Most agreements start non-exclusive and offer exclusivity only in exchange for minimum purchase commitments or higher pricing. Always tie exclusivity to measurable performance.

How is pricing usually structured in a white label contract?

Common models include a flat wholesale price per unit or license, a revenue-share percentage, a tiered volume discount, or a recurring per-seat fee for software. The agreement should fix the producer's price, leave the reseller free to set its own retail price, and spell out payment terms, currency, taxes, and how price changes are introduced.

What happens to customers if the white label agreement ends?

This is one of the most important clauses to negotiate. The contract should define a wind-down period, whether the reseller can keep serving existing customers, who handles support and renewals, and how data is migrated or deleted. Without a clear exit plan, the end of a white label deal can strand the reseller's customers overnight.

White Label Agreement Template Guide

Learn how to write a white label agreement. Covers branding and rebranding rights, pricing, IP ownership, exclusivity, support duties, and common mistakes.

A white label agreement is the contract that lets one company sell another company's product as its own. The producer builds it; the reseller slaps its brand on the box, the dashboard, or the invoice; and the end customer never sees who actually made it. White labeling powers everything from supermarket store brands to SaaS platforms resold by agencies, but the arrangement only works when the underlying contract is airtight.

This guide explains what a white label agreement is, how to structure one, what every clause should cover, and the mistakes that turn a profitable partnership into a legal mess.

What is a white label agreement?

A white label agreement is a legally binding contract in which a producer (the supplier or manufacturer) grants another business (the reseller or partner) the right to rebrand and sell the producer's product or service under the reseller's own name.

The term comes from the blank white label on a generic product that a retailer prints its own brand onto. Today it applies just as often to software, marketing services, financial products, and consumer goods.

Two roles sit at the center of every deal:

The producer owns the product and the intellectual property behind it. They want recurring revenue without building a sales channel.
The reseller owns a brand, an audience, or a customer base. They want a product to sell without building it from scratch.

The agreement defines exactly what the reseller may rebrand, what it may not touch, how money flows, and what happens when the relationship ends.

White label vs. private label vs. reseller

These three terms get used interchangeably, but they describe different arrangements, and the distinction matters when you draft the contract.

White label: A producer makes a standardized product that multiple resellers can rebrand. The same software or product is sold under many different brands at once.
Private label: A producer makes a product exclusively for one retailer's brand, often with customizations. Supermarket store brands are the classic example.
Reseller: A partner resells the product under the producer's original brand. The customer knows who made it.

A single contract can blend these models. For example, a non-exclusive white label license can become private label (exclusive and customized) once the reseller hits a volume threshold. Naming the model precisely in the recitals prevents confusion later.

Key clauses in a white label agreement

1. Grant of rights and branding scope

This is the heart of the contract. It defines exactly what the reseller is allowed to rebrand and sell.

What to specify:

The specific product, version, or service covered
Which elements the reseller may rebrand (logo, product name, domain, UI, packaging, documentation)
Which elements must stay untouched (core functionality, "powered by" notices if required, security features)
Whether the license is exclusive or non-exclusive
Any territory, industry, or channel restrictions

A grant that is too vague invites disputes; one that is too narrow strangles the reseller's ability to actually sell.

2. Intellectual property ownership

The producer almost always retains ownership of the underlying product, source code, and technology. The reseller receives a license, not the asset itself.

The clause should make three things clear:

The producer owns and continues to own the product IP
The reseller owns its own brand, trademarks, customer relationships, and marketing assets
Neither party may register or claim the other's IP

For software and licensing-heavy deals, it's worth reviewing our Licensing Agreement Guide to understand how license scope, sublicensing, and restrictions interact.

3. Pricing and payment terms

Money is where white label deals most often break down. Spell out:

The producer's wholesale price, revenue share, or per-seat fee
Whether the reseller is free to set its own retail price (it usually should be)
Payment schedule, currency, and accepted methods
How and when the producer may change pricing (typically with notice and a cap)
Responsibility for taxes, duties, and transaction fees

4. Quality, support, and service levels

The end customer holds the reseller responsible, but the producer controls the product. The contract must divide these duties clearly:

Who provides tier-one customer support (usually the reseller)
Who handles technical escalations, bugs, and outages (usually the producer)
Response and resolution time commitments
Uptime guarantees for software

For software or recurring services, attaching a Master Service Agreement or a service level addendum keeps these obligations enforceable and measurable.

5. Exclusivity and minimums

If the reseller wants the producer to stop white labeling to competitors, that exclusivity should come at a price:

Minimum purchase or revenue commitments
A defined territory or market segment
A time limit, after which exclusivity is renegotiated
Clear consequences if minimums aren't met (loss of exclusivity, not termination)

6. Confidentiality

Both sides will share sensitive information. The producer reveals its roadmap and technology, and the reseller reveals its customer base and pricing strategy. A strong confidentiality clause, or a separate B2B non-disclosure agreement, protects both parties before any of this changes hands.

7. Term, termination, and wind-down

Define how long the deal runs, how it renews, and, most importantly, what happens to customers when it ends:

Notice period for termination
Whether the reseller can keep serving existing customers after termination
Data migration, export, or deletion obligations
Who owns the customer relationship at the end

8. Liability, warranties, and indemnification

Allocate risk explicitly:

Product warranties the producer makes (and disclaims)
Indemnification if the product infringes a third party's IP
Caps on each party's liability
Insurance requirements, if any

How to write a white label agreement step by step

Follow this sequence to move from a verbal deal to a signed contract.

Define the product and the model. Write down exactly what's being white labeled and whether the arrangement is white label, private label, or a hybrid. Ambiguity here causes every later dispute.
Set the branding boundaries. List what the reseller can rebrand and what must stay intact. Be specific: name the logo, the domain, the UI, the packaging.
Lock the IP terms. State that the producer keeps the product IP and the reseller keeps its brand and customers. Add restrictions on reverse-engineering and sublicensing.
Agree on pricing and payment. Choose a model (wholesale, revenue share, per-seat), fix the producer's price, and free the reseller to set retail pricing.
Divide support responsibilities. Decide who answers customers, who fixes the product, and what the response-time commitments are.
Decide on exclusivity. Default to non-exclusive unless the reseller commits to minimums. Tie any exclusivity to performance.
Add confidentiality and IP protection. Cover the sensitive information both sides will exchange.
Plan the exit. Write the termination, wind-down, and customer-transition terms before you need them.
Review, sign, and store. Have both sides review, execute the agreement, and keep a signed copy accessible to both parties.

Common mistakes to avoid

Leaving branding rights vague. "The reseller may rebrand the product" invites fights over which elements are fair game. List them.

Forgetting the "powered by" question. Decide upfront whether the producer's name must appear anywhere. Resellers usually want it gone; some producers require attribution for credibility or legal reasons.

No exit plan for customers. The single most damaging omission. If the agreement ends and no one defined who keeps the customers or how data transfers, the reseller's clients can be stranded and both brands suffer.

Treating it like a one-page vendor order. A white label deal is deeper than a standard purchase. A simple vendor agreement covers buying goods; white labeling adds branding, IP, and support layers that a basic vendor contract won't address.

Unlimited liability. Without a liability cap, a single product defect resold to hundreds of customers can expose the producer to ruinous claims. Cap it.

Ignoring price-change mechanics. If the producer can raise prices at will, the reseller's margins evaporate. Require notice and a ceiling.

When to use a white label agreement

Software companies licensing their platform to agencies that resell it under their own brand
Manufacturers producing goods that retailers sell as store brands
Marketing and SEO agencies reselling tools or services built by another provider
Financial and fintech firms offering payment or banking products under a partner's brand
Consultants and resellers packaging a third-party product into their own offering

In each case, the same core questions apply: who owns the IP, who controls the brand, how does money flow, and what happens when the relationship ends.

Related guides

Generate Your White Label Agreement with Contractable

Drafting a white label agreement from scratch means juggling branding rights, IP ownership, pricing, support duties, and an exit plan, and getting any one of them wrong can unravel the partnership. Contractable generates a customized white label contract in seconds, with the right clauses for your product, pricing model, and exclusivity terms. No lawyers or legal background required.