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1. Parties: Identification of the software owner/supplier and the reseller, including full legal names, registration details, and addresses
2. Background: Context of the agreement, nature of the software, and general business relationship between the parties
3. Definitions: Detailed definitions of key terms used throughout the agreement, including technical and legal terminology
4. Appointment and Territory: Scope of reseller appointment, territory definitions, and exclusivity/non-exclusivity provisions
5. License Grant: Specific rights granted to reseller for marketing, distributing, and selling the software
6. Obligations of the Supplier: Supplier's commitments regarding software delivery, updates, support, and training
7. Obligations of the Reseller: Reseller's commitments including marketing, sales targets, reporting, and compliance requirements
8. Intellectual Property Rights: Protection and ownership of IP, usage rights, and restrictions
9. Financial Terms: Pricing structure, payment terms, currencies, and accounting requirements
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, service levels, and mutual indemnification provisions
13. Compliance with Laws: Obligations to comply with UAE laws, export controls, and data protection requirements
14. General Provisions: Standard clauses including notices, assignment, force majeure, and governing law
1. White Labeling Rights: Terms for rebranding the software under reseller's brand, used when white labeling is part of the business model
2. Customization Rights: Terms governing the reseller's rights to modify or customize the software, included when customization is permitted
3. Marketing Requirements: Detailed marketing obligations and brand guidelines, included for agreements with specific marketing commitments
4. Service Level Agreement: Detailed service levels and support requirements, included when reseller provides direct support to end users
5. Insurance Requirements: Specific insurance coverage requirements, included for high-value or high-risk distributions
6. Source Code Escrow: Terms for source code escrow arrangements, included when reseller requires additional security
7. Data Protection: Detailed data protection and privacy requirements, included when software processes personal data
8. Training and Certification: Requirements for staff training and certification, included when technical expertise is crucial
1. Schedule 1 - Software Description: Detailed description of the software, including features, specifications, and technical requirements
2. Schedule 2 - Territory Definition: Detailed description of authorized sales territory, including any excluded areas or customers
3. Schedule 3 - Pricing and Commission Structure: Detailed pricing information, discount levels, and commission calculations
4. Schedule 4 - Service Level Requirements: Technical support and maintenance service level specifications
5. Schedule 5 - Minimum Performance Requirements: Sales targets, minimum purchase commitments, and performance metrics
6. Schedule 6 - Marketing Guidelines: Brand guidelines, approved marketing materials, and marketing requirements
7. Schedule 7 - End User License Agreement: Standard EULA to be used with end customers
8. Schedule 8 - Support and Maintenance Terms: Detailed terms for ongoing support and maintenance services
Authorized Territory
Business Day
Confidential Information
Customer
Documentation
Effective Date
End User
End User License Agreement
Intellectual Property Rights
License Fee
Maintenance Services
Minimum Purchase Commitment
Net Sales
Performance Metrics
Purchase Order
Resale Price
Reseller
Software
Software Updates
Source Code
Specifications
Supplier
Support Services
Technical Requirements
Term
Territory
Trademark
Training Materials
User Data
VAT
Warranty Period
Working Hours
Territory Rights
License Grant
Intellectual Property
Distribution Rights
Performance Requirements
Payment Terms
Pricing and Commissions
Confidentiality
Data Protection
Service Levels
Support and Maintenance
Training and Documentation
Marketing and Promotion
Warranties
Indemnification
Limitation of Liability
Term and Termination
Non-Competition
Non-Solicitation
Compliance with Laws
Audit Rights
Force Majeure
Assignment
Notices
Governing Law
Dispute Resolution
Entire Agreement
Severability
Amendment
Waiver
Counterparts
Third Party Rights
Information Technology
Software Development
Technology Distribution
E-commerce
Digital Services
Enterprise Solutions
Cloud Computing
Systems Integration
Telecommunications
Retail Technology
Business Services
Professional Services
Legal
Sales
Business Development
Channel Management
Operations
Procurement
Compliance
Partner Relations
Software Licensing
Commercial Operations
Distribution
Contract Management
Chief Technology Officer
Sales Director
Channel Manager
Business Development Manager
Legal Counsel
Commercial Director
Procurement Manager
Distribution Manager
Partner Relations Manager
Software Licensing Manager
Compliance Officer
Regional Sales Manager
Contract Manager
Operations Director
Partnership Director
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