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1. Parties: Identification of the licensor and distributor, including full legal names, registration details, and addresses
2. Background: Context of the agreement, brief description of the software, and purpose of the distribution arrangement
3. Definitions: Detailed definitions of key terms used throughout the agreement
4. Grant of License: Scope of distribution rights, territory, and type of license granted
5. Term and Termination: Duration of the agreement, renewal terms, and circumstances for termination
6. Distribution Rights and Obligations: Specific rights and responsibilities of the distributor regarding software distribution
7. Intellectual Property Rights: Protection and ownership of IP rights, including trademarks and copyrights
8. Payment Terms: License fees, royalties, payment schedule, and reporting requirements
9. Quality Control: Standards for software distribution, packaging, and customer service
10. Support and Maintenance: Requirements for technical support and software maintenance
11. Confidentiality: Protection of confidential information and trade secrets
12. Warranties and Representations: Warranties regarding software functionality, IP rights, and compliance with laws
13. Limitation of Liability: Limits on liability and indemnification provisions
14. General Provisions: Standard legal clauses including governing law, dispute resolution, and notices
1. Source Code Escrow: Terms for source code escrow arrangements, used when distributor requires access to source code for support purposes
2. Data Protection: Specific provisions for handling personal data, required if software processes user data
3. White Labeling Rights: Terms for rebranding the software, included if distributor has rights to rebrand
4. Export Control: Compliance with export regulations, needed for international distribution
5. Marketing Requirements: Specific marketing obligations and brand usage guidelines
6. Training: Requirements for staff training and certification, included for complex software products
7. Service Level Agreement: Detailed performance metrics and response times, needed for enterprise software
8. Localization Rights: Terms for software translation and adaptation for local markets
1. Schedule A - Software Description: Detailed technical specifications and functionality of the software
2. Schedule B - Territory: Defined geographical areas where distribution rights are granted
3. Schedule C - License Fees and Royalties: Detailed pricing structure, payment terms, and royalty calculations
4. Schedule D - Service Level Requirements: Technical support and maintenance service levels
5. Schedule E - Trademark Usage Guidelines: Rules and requirements for using licensor's trademarks
6. Appendix 1 - Approved Sub-distributors: List of authorized sub-distributors if applicable
7. Appendix 2 - Reporting Templates: Standard forms for sales reporting and royalty calculations
8. Appendix 3 - Technical Requirements: Minimum technical specifications for distribution platform
Affiliate
Authorized Users
Business Day
Confidential Information
Documentation
Distributor
Distribution Rights
Effective Date
End User
End User License Agreement (EULA)
Force Majeure
Intellectual Property Rights
License Fee
License Term
Licensed Software
Licensor
Maintenance Services
Major Release
Minor Release
Net Sales
OEM Products
Patch
Permitted Use
Revenue Share
Royalty
Service Level Agreement
Software
Source Code
Specifications
Sub-distributor
Support Services
System Requirements
Territory
Third Party Software
Trade Marks
Updates
Upgrades
Value Added Services
Version
Warranty Period
White Label Rights
Grant of License
Territory
Distribution Rights
License Restrictions
Intellectual Property
Payment Terms
Royalties
Reporting Requirements
Audit Rights
Quality Control
Marketing and Promotion
Support and Maintenance
Training
Confidentiality
Data Protection
Warranties
Indemnification
Limitation of Liability
Term and Termination
Force Majeure
Assignment
Sub-contracting
Dispute Resolution
Governing Law
Notices
Entire Agreement
Severability
Waiver
Amendment
Compliance with Laws
Export Control
Anti-corruption
Competition
Insurance
Representation and Warranties
Third Party Rights
Survival
Information Technology
Software Development
Retail & Distribution
E-commerce
Telecommunications
Financial Services
Healthcare Technology
Educational Technology
Enterprise Software
Gaming & Entertainment
Mobile Applications
Cloud Services
System Integration
Digital Media
Cybersecurity
Legal
Commercial
Sales
Business Development
Partner Relations
Compliance
Licensing
Technical Support
Product Management
Channel Marketing
Distribution
Contract Administration
Intellectual Property
Partner Enablement
Revenue Operations
Chief Technology Officer
Legal Counsel
Commercial Director
Software Licensing Manager
Channel Sales Manager
Business Development Manager
Distribution Network Manager
Compliance Officer
IP Rights Manager
Contract Administrator
Partner Relations Manager
Technical Account Manager
Software Asset Manager
Regional Sales Director
Channel Marketing Manager
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