The Reseller Agreement Triage

A company wants to resell our product: [THEIR PROPOSAL, THE MARGIN OR DISCOUNT THEY WANT, WHO OWNS THE CUSTOMER RELATIONSHIP, WHO HANDLES SUPPORT AND REFUNDS]. Triage the terms before counsel drafts: the discount structure versus what they actually do to earn it, who owns the customer (renewals, data, the relationship if we part), support liability and the refund blame line, exclusivity asks and why they are usually a no, and the termination terms if they damage our brand. Give me the negotiating position on each term and the two clauses that are walk-away issues. This frames the attorney conversation - it does not replace it.