The Software License Reseller Agreement is essential for businesses engaged in software distribution within the UAE market. This agreement is particularly relevant given the UAE's position as a major technology hub in the Middle East and its comprehensive legal framework governing software distribution and commercial agency relationships. The document is designed to comply with UAE Federal Laws, including Commercial Agency Law (Federal Law No. 18 of 1981), Electronic Commerce Law (Federal Law No. 1 of 2006), and recent data protection regulations. It establishes the legal framework for software distribution, detailing rights, obligations, territorial restrictions, pricing structures, and compliance requirements. The agreement is crucial for protecting intellectual property rights while ensuring proper distribution channels in accordance with UAE law.
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1. Parties: Identification of the Software Owner/Licensor and the Reseller, including full legal names, addresses, and registration details
2. Background: Context of the agreement, brief description of the software, and the parties' intentions
3. Definitions: Key terms used throughout the agreement, including Software, Territory, End Users, License Fees, etc.
4. Appointment and Territory: Terms of reseller appointment, territory definition, and whether the appointment is exclusive or non-exclusive
5. License Grant: Scope of license granted to reseller, including rights to market, distribute, and sublicense the software
6. Reseller Obligations: Core responsibilities including marketing, sales targets, reporting, and compliance requirements
7. Software Owner Obligations: Support, training, and materials to be provided by the software owner
8. Intellectual Property Rights: Protection of IP rights, ownership declarations, and restrictions on use
9. Fees and Payment: Pricing structure, payment terms, currency, and payment methods
10. Term and Termination: Duration of agreement, renewal terms, and termination provisions
11. Confidentiality: Protection of confidential information and trade secrets
12. Warranties and Indemnities: Warranties regarding software, services, and mutual indemnification provisions
13. Limitation of Liability: Limitations on liability and exclusions of certain types of damages
14. General Provisions: Standard boilerplate clauses including governing law, notices, and assignment
1. White Labeling Rights: Include when reseller has rights to rebrand the software under their own name
2. Source Code Escrow: Include when source code is to be held in escrow for business continuity purposes
3. Professional Services: Include when reseller will provide additional professional services beyond basic distribution
4. Data Protection: Detailed section required when personal data processing is involved
5. Export Control: Include when software may be subject to export control regulations
6. Insurance: Include when specific insurance requirements are needed for high-value or high-risk software
7. Marketing Requirements: Include when specific marketing commitments or co-branding requirements exist
8. Service Level Agreement: Include when specific performance metrics and support levels are required
1. Schedule 1: Software Description: Detailed description of the software, including features, specifications, and technical requirements
2. Schedule 2: License Fees and Payment Terms: Detailed pricing structure, commission rates, and payment calculations
3. Schedule 3: Territory Definition: Detailed description of geographical territory and any excluded areas
4. Schedule 4: Service Level Agreement: Technical support levels, response times, and performance metrics
5. Schedule 5: End User License Agreement: Standard EULA to be used with end customers
6. Schedule 6: Marketing Guidelines: Brand guidelines, marketing requirements, and approved marketing materials
7. Schedule 7: Training Requirements: Required training programs and certification requirements for reseller staff
8. Appendix A: Technical Documentation: Technical specifications and documentation requirements
Find the exact document you need
Software License Reseller Agreement
UAE-governed agreement establishing terms for software reselling, distribution, and sublicensing rights between software owners and resellers.
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Reseller Software License
UAE-governed agreement authorizing and regulating software distribution through a reseller arrangement, including licensing and commercial terms.
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