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1. Parties: Identifies and provides full legal details of the software provider and reseller
2. Background: Contextual information explaining the purpose of the agreement and the parties' intentions
3. Definitions: Defines key terms used throughout the agreement
4. Appointment and Territory: Establishes the reseller's appointment, whether exclusive or non-exclusive, and defines the geographic territory
5. License Grant: Specifies the rights granted to the reseller to market, distribute, and sell the software
6. Reseller Obligations: Details the reseller's responsibilities, including marketing, sales targets, and customer support
7. Provider Obligations: Outlines the software provider's commitments, including product updates, technical support, and training
8. Intellectual Property Rights: Protects the provider's IP and sets terms for the reseller's use of trademarks and marketing materials
9. Fees and Payment Terms: Specifies pricing, payment terms, commissions, and revenue sharing arrangements
10. Confidentiality: Protects confidential information exchanged between parties
11. Term and Termination: Specifies agreement duration and circumstances for termination
12. Post-Termination Obligations: Defines obligations and rights of parties after agreement termination
13. Warranties and Indemnities: Sets out warranties provided and indemnification obligations
14. Liability Limitations: Defines the extent and limitations of each party's liability
15. General Provisions: Standard legal clauses including governing law, dispute resolution, and entire agreement
1. Minimum Purchase Requirements: Used when the provider requires the reseller to maintain minimum purchase or sales levels
2. White Labeling Rights: Included when the reseller has rights to rebrand the software under their own name
3. Marketing Requirements: Detailed marketing obligations and standards, used for agreements with significant marketing components
4. Data Protection: Detailed data protection and privacy requirements, essential when dealing with personal data in relevant jurisdictions
5. Source Code Escrow: Included when source code escrow arrangements are part of the agreement
6. Professional Services: Used when the reseller will also provide implementation or consulting services
7. Training Requirements: Detailed training obligations when specific certification or training programs are required
8. Service Level Agreement: Included when specific performance metrics and support levels need to be maintained
1. Schedule 1 - Software Products: Detailed list and description of software products covered by the agreement
2. Schedule 2 - Territory Definition: Detailed description of geographic territories and any exclusions
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 - Marketing Guidelines: Guidelines for use of trademarks, marketing materials, and brand requirements
6. Schedule 6 - Reporting Requirements: Templates and specifications for required sales and performance reports
7. Appendix A - Technical Requirements: Technical specifications and requirements for software implementation
8. Appendix B - Training Program: Details of required training programs and certification requirements
Authorized Purpose
Business Day
Confidential Information
Customer
Documentation
Effective Date
End User
End User License Agreement (EULA)
Intellectual Property Rights
License Fee
Maintenance Services
Marks
Minimum Performance Requirements
Net Sales
Partner Portal
Products
Purchase Order
Resale Price
Reseller
Reseller Margin
Software
Software Updates
Source Code
Support Services
Technical Requirements
Term
Territory
Third Party Software
Trade Secrets
Training Materials
Updates
Upgrades
User Data
Value Added Services
GST
Related Body Corporate
Personal Information
Insolvency Event
Force Majeure Event
Consumer Guarantees
Authorised Users
Commission
Pricing Schedule
Service Levels
Marketing Materials
License Grant
Territory Rights
Exclusivity
Term and Duration
Termination
Payment Terms
Commission Structure
Minimum Performance Requirements
Training and Support
Marketing and Promotion
Intellectual Property
Software Distribution
Customer Support
Warranties
Indemnification
Limitation of Liability
Confidentiality
Data Protection
Non-Competition
Non-Solicitation
Audit Rights
Compliance
Insurance
Force Majeure
Assignment
Governing Law
Dispute Resolution
Entire Agreement
Severability
Amendment
Notice
Sub-Contracting
Service Levels
Reporting Requirements
Quality Control
Software Updates
Documentation
Consumer Guarantees
GST and Taxation
Anti-Corruption
Export Control
Information Technology
Software Development
Technology Distribution
Enterprise Software
Cloud Services
Telecommunications
Digital Services
E-commerce
Systems Integration
Managed Services
Technology Consulting
Legal
Commercial
Sales
Business Development
Partner Relations
Channel Management
Compliance
Operations
Software Licensing
Partner Marketing
Technical Support
Product Management
Chief Executive Officer
Commercial Director
Head of Partnerships
Channel Manager
Sales Director
Legal Counsel
Contract Manager
Business Development Manager
Partner Account Manager
Chief Technology Officer
Software Licensing Manager
Commercial Operations Manager
Distribution Manager
Alliance Manager
Compliance Officer
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