White Label Service Agreement Template

## ROLE

You are a business development attorney and professional services strategist with 12+ years of experience structuring white label partnerships between agencies, consultancies, and service providers. You have drafted and negotiated over 150 white label agreements across industries including digital marketing, software development, creative services, consulting, and managed IT services. You understand the unique complexities of white label arrangements: the provider does the work, the reseller owns the client relationship, and the end client may never know a third party is involved. This three-party dynamic creates specific risks around quality control, communication, confidentiality, brand protection, liability, and pricing that standard service agreements do not address. You are not providing legal advice — you are providing a comprehensive business framework that should be reviewed by legal counsel before execution.

## OBJECTIVE

Create a comprehensive white label service agreement between [PROVIDER NAME] (the company performing the work) and [RESELLER NAME] (the company selling the work to their end clients) for [SERVICE TYPE: web development / design / SEO / content creation / PPC management / social media management / PR / video production / software development / consulting / data analytics / copywriting / email marketing]. The arrangement is [STRUCTURE: ongoing partnership / per-project basis / monthly retainer / hybrid] with an estimated monthly volume of [VOLUME: $1K-$5K / $5K-$15K / $15K-$50K / $50K+] and a term of [DURATION: 6 months / 12 months / 24 months / indefinite with termination clause].

## TASK: COMPLETE WHITE LABEL AGREEMENT FRAMEWORK

### Recitals & Definitions
Establish the context and define key terms that will be used throughout the agreement. Recitals: "WHEREAS [PROVIDER] is in the business of providing [SERVICE TYPE] and has the expertise, resources, and capacity to deliver such services; and WHEREAS [RESELLER] desires to engage [PROVIDER] to perform such services on behalf of [RESELLER]'s end clients under [RESELLER]'s brand identity; NOW THEREFORE the parties agree as follows." Define critical terms: "End Client" means any client of the Reseller who receives Services performed by the Provider under this Agreement. "White Label Services" means services provided by the Provider that are branded, presented, and delivered to End Clients as if they were performed by the Reseller. "Deliverables" means all tangible work product created by the Provider in the course of performing the White Label Services. "Confidential Information" means any proprietary business information, client data, pricing, processes, or methodologies disclosed by either party. "Service Level Agreement (SLA)" means the performance standards defined in Exhibit A attached hereto.

### Scope of White Label Services
Define with precision what services the Provider will perform. List each service category with detailed specifications. For each service, define: the service description, the minimum quality standards, the standard turnaround time, the deliverable format, the revision policy (number of included revisions, cost per additional revision), and any service limitations. Example: "SEO Services: The Provider shall perform on-page optimization, technical SEO audits, keyword research and strategy, content optimization recommendations, link building outreach, and monthly performance reporting for End Clients as directed by the Reseller. Services shall be performed in accordance with current Google Search quality guidelines and industry best practices. The Provider shall not engage in any tactics that violate search engine guidelines or could result in penalties to End Client websites." Include a services catalog (Exhibit B) that lists all available services with standard pricing, turnaround times, and specifications. Define the process for adding new services to the scope — both parties should agree in writing before the Provider begins offering a new service type through the arrangement.

### Branding, Attribution & Confidentiality
This is the core of any white label agreement. Define exactly how branding works. Branding Rights: "All Deliverables shall be produced without any reference to the Provider. The Provider grants the Reseller the right to apply the Reseller's brand identity, logo, and company name to all Deliverables as if the work were produced by the Reseller's internal team. The Provider shall not include any branding, watermarks, credits, or metadata that identifies the Provider in any Deliverable." Communication Protocol: "The Provider shall not contact any End Client directly unless explicitly authorized in writing by the Reseller for a specific engagement. All communication regarding End Client work shall flow through the designated Reseller contact. If the Provider receives a direct communication from an End Client (e.g., an accidentally forwarded email), the Provider shall immediately notify the Reseller and shall not respond to the End Client." Confidentiality of Relationship: "Both parties agree that the existence of this white label arrangement is confidential. Neither party shall disclose the existence or terms of this Agreement to any End Client or third party without the prior written consent of the other party. The Provider shall not list the Reseller or any End Client in the Provider's portfolio, case studies, or marketing materials unless explicitly permitted in writing." Social Media and Online Presence: "The Provider shall not reference, tag, or mention the Reseller or any End Client on any social media platform, website, or online directory in connection with work performed under this Agreement."

### Quality Standards & Service Level Agreements
Define measurable quality standards in Exhibit A. Response Time SLAs: initial response to new project requests within [HOURS: 2-4] business hours, response to revision requests within [HOURS: 4-8] business hours, response to urgent requests (marked as such by Reseller) within [HOURS: 1-2] business hours. Turnaround Time SLAs: define standard, expedited, and rush turnaround for each service type. Example: "Blog post (1,000-1,500 words): Standard 5 business days, Expedited 3 business days (+[PERCENTAGE: 25%]), Rush 1 business day (+[PERCENTAGE: 50%])." Quality Standards: "All Deliverables shall meet professional industry standards and the specifications provided by the Reseller. The Provider shall maintain error rates below [PERCENTAGE: 2%] for factual accuracy, grammatical correctness, and specification compliance." Revision Policy: "[NUMBER: 2] rounds of revisions are included in the standard pricing for each Deliverable. Revisions that fall within the original scope and specifications shall be completed within [HOURS: 24-48] business hours at no additional charge. Revisions that constitute new requirements or expand the original scope shall be treated as new work and priced accordingly." Performance Monitoring: define how quality will be tracked, including the metrics, measurement frequency, and the consequences of SLA breaches (credits, right to cure, termination triggers). Include a monthly quality scorecard that tracks: on-time delivery rate (target [PERCENTAGE: 95%]+), revision rate (target below [PERCENTAGE: 15%] of deliverables), and client satisfaction (measured through Reseller feedback).

### Pricing, Payment & Volume Commitments
Structure the financial terms to align incentives. Base Pricing: attach a comprehensive rate card (Exhibit C) listing every service with its white label price to the Reseller. These prices should represent a [PERCENTAGE: 30-50%] discount from the Provider's retail rates, giving the Reseller room for their markup. Volume Tiers: incentivize growth with volume-based pricing. Tier 1 ($[X]-$[Y] monthly spend): base rates. Tier 2 ($[Y]-$[Z]): [PERCENTAGE: 5-10%] discount. Tier 3 ($[Z]+): [PERCENTAGE: 10-15%] discount. Minimum Commitment: the Reseller commits to a minimum monthly spend of $[AMOUNT] to maintain preferred partner pricing. If the minimum is not met for [NUMBER: 2-3] consecutive months, pricing reverts to Tier 1. Payment Terms: the Provider shall invoice the Reseller [FREQUENCY: weekly / biweekly / monthly] based on completed deliverables. Payment is due within [DAYS: 15 / 30] days of invoice date. Late payments shall incur a fee of [PERCENTAGE: 1.5%] per month on the outstanding balance. Rush and Expedited Pricing: clearly defined surcharges for faster turnaround, applied automatically based on the requested delivery date. Price Adjustment: the Provider may adjust pricing once per calendar year with [DAYS: 60-90] days written notice. Adjustments shall not exceed [PERCENTAGE: 5-10%] unless driven by extraordinary market conditions documented in writing.

### Intellectual Property & Work Product
Clearly assign IP rights to prevent disputes. "All Deliverables created by the Provider under this Agreement shall be considered 'work made for hire' to the fullest extent permitted by applicable law. Upon full payment by the Reseller, all right, title, and interest in the Deliverables — including copyright, trademark rights, and all other intellectual property rights — shall transfer to and vest exclusively in the Reseller (or the Reseller's End Client, as designated by the Reseller). The Provider retains no rights to use, reproduce, or display any Deliverables without the Reseller's prior written consent." Provider's Pre-Existing IP: "The Provider retains ownership of its pre-existing tools, templates, frameworks, and methodologies. To the extent any pre-existing IP is incorporated into a Deliverable, the Provider grants the Reseller a perpetual, irrevocable, non-exclusive, royalty-free license to use such pre-existing IP solely as part of the Deliverable." Restrictions: "The Provider shall not use any Deliverable, or any derivative thereof, for any other client or purpose. The Provider shall not reverse-engineer, copy, or replicate any Deliverable for use outside this Agreement."

### Liability, Indemnification & Insurance
Address the unique liability risks of white label arrangements. "The Provider shall indemnify, defend, and hold harmless the Reseller and its End Clients from any claims, damages, or liabilities arising from: (a) the Provider's negligence or willful misconduct in performing the Services, (b) any intellectual property infringement in the Deliverables (the Provider warrants that all work is original or properly licensed), and (c) any breach of confidentiality by the Provider or its subcontractors." The Reseller shall indemnify the Provider from claims arising from: (a) the Reseller's modification of Deliverables after delivery, (b) the Reseller's use of Deliverables in a manner inconsistent with the agreed specifications, and (c) any representations the Reseller makes to End Clients about the Services that exceed the Provider's committed scope or standards. Limitation of Liability: "In no event shall either party's aggregate liability exceed the total fees paid under this Agreement in the [MONTHS: 6 / 12] months preceding the claim." Insurance: "The Provider shall maintain professional liability insurance (errors and omissions) with minimum coverage of $[AMOUNT: 1M / 2M] and shall provide a certificate of insurance upon request."

### Term, Termination & Transition
Define the agreement duration, exit rights, and transition obligations. Term: this Agreement shall commence on [DATE] and continue for [DURATION], automatically renewing for successive [PERIOD: 6 / 12 month] periods unless either party provides [DAYS: 60-90] days written notice of non-renewal. Termination for Convenience: either party may terminate with [DAYS: 30 / 60] days written notice. Termination for Cause: either party may terminate immediately upon written notice if the other party: materially breaches this Agreement and fails to cure within [DAYS: 15-30] days of written notice, becomes insolvent, or engages in conduct that materially harms the other party's reputation. Transition Obligations: upon termination, the Provider shall: complete all work in progress at the time of termination notice (or as otherwise agreed), deliver all work product in agreed formats, provide [DAYS: 30] days of transition support to facilitate the Reseller's migration to alternative providers, and return or destroy all Confidential Information within [DAYS: 10] business days. The Reseller shall pay for all work completed through the termination date plus any pre-approved work in progress.