How to Draft a White Label Agreement
Draft a white label agreement by defining the product or service being white-labelled, the branding and customisation rights, pricing and revenue structure, quality standards, liability allocation, IP licensing terms, and exclusivity provisions.
Last updated: February 2025
Step-by-Step Guide
Define the product and white-labelling scope
Describe the product or service, what customisation and rebranding is permitted, and the territory or market the reseller may operate in.
- •Be specific about what can and cannot be modified.
Set pricing and revenue terms
State the wholesale or licensing price, the reseller's freedom to set retail prices, minimum order quantities, and payment terms.
- •Consider whether pricing is fixed or volume-based.
Address IP and branding
Grant a licence for the reseller to use your product under their brand. Retain ownership of underlying IP and set quality standards for how the product is presented.
- •Include brand guidelines and approval processes for customised materials.
Allocate liability and set quality standards
Define who is liable to end customers, product warranty terms, and what happens if the product is defective.
- •The reseller typically takes liability for their customer relationship; the supplier for product defects.
Include term, exclusivity, and termination
Set the contract duration, any exclusivity (territorial or otherwise), renewal terms, and termination provisions.
- •Consider a trial period before granting exclusivity.
Legal Requirements
White label agreements must comply with competition law (Competition Act 1998) regarding pricing and territorial restrictions. Consumer protection laws apply to the end-customer relationship. IP licensing must be properly structured to avoid unintended ownership transfers. Product liability under the Consumer Protection Act 1987 may apply.
Common Mistakes
Template / Example
When to Get a Solicitor
Recommended for most white label arrangements, particularly where the product involves IP licensing, regulated products, or exclusive territorial rights.
FAQ
Who is liable to the end customer in a white label arrangement?
Typically the reseller, as they have the direct customer relationship. However, the supplier may have product liability obligations under the Consumer Protection Act 1987, and this should be clearly allocated in the agreement.
Can I restrict how the reseller prices my white-labelled product?
Fixing or imposing minimum resale prices is generally prohibited under UK competition law (the Competition Act 1998). You can set a recommended retail price but cannot enforce it.
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