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1. Parties: Identification of the licensor (software owner) and distributor, including full legal names and registered addresses
2. Background: Context of the agreement, brief description of the software, and the parties' intention to enter into a distribution arrangement
3. Definitions: Detailed definitions of key terms used throughout the agreement, including 'Software', 'Territory', 'Intellectual Property Rights', and 'End Users'
4. License Grant: Scope of distribution rights, including territory, exclusivity/non-exclusivity, and any restrictions
5. Distribution Rights and Obligations: Specific rights and responsibilities of the distributor, including marketing, sales targets, and reporting requirements
6. Financial Terms: Pricing, payment terms, royalties, and revenue sharing arrangements
7. Intellectual Property Rights: Ownership of IP, protection measures, and handling of infringement
8. Term and Termination: Duration of the agreement, renewal terms, and termination conditions
9. Warranties and Representations: Warranties regarding software ownership, performance, and compliance with laws
10. Limitation of Liability: Limitations on liability and indemnification provisions
11. Confidentiality: Protection of confidential information and trade secrets
12. General Provisions: Standard legal provisions including governing law, dispute resolution, and entire agreement
1. Source Code Escrow: Terms for source code escrow arrangements, used when distributor requires access to source code for support or security purposes
2. Data Protection: GDPR and data privacy compliance provisions, required if the software processes personal data
3. Professional Services: Terms for additional services like training, implementation, or customization
4. Service Level Agreement: Performance standards and support obligations, relevant for cloud-based or SaaS solutions
5. Export Control: Compliance with international export regulations, necessary for cross-border distribution
6. Open Source Components: Disclosure and compliance requirements for open source software components
7. White Labeling Rights: Terms for rebranding the software, if applicable
8. Minimum Performance Requirements: Sales targets and performance metrics, useful for exclusive distribution arrangements
1. Schedule 1 - Software Description: Detailed technical specifications and functionality of the software
2. Schedule 2 - Territory Definition: Detailed description of geographical areas covered by distribution rights
3. Schedule 3 - License Fees and Royalties: Detailed pricing structure, payment terms, and calculation of royalties
4. Schedule 4 - Support and Maintenance Terms: Technical support levels, response times, and maintenance obligations
5. Schedule 5 - End User License Agreement: Standard EULA to be used with end customers
6. Schedule 6 - Marketing Requirements: Marketing obligations, branding guidelines, and approved marketing materials
7. Appendix A - Technical Requirements: Minimum technical specifications for hardware and software environment
8. Appendix B - Service Level Metrics: Detailed performance metrics and measurement methods
Affiliate
Authorized Users
Business Day
Confidential Information
Documentation
Distributor
Effective Date
End User
End User License Agreement (EULA)
Force Majeure
Intellectual Property Rights
License Fees
License Term
Licensor
Maintenance Services
Net Sales
Open Source Software
Personal Data
Product Updates
Reseller
Revenue Share
Software
Source Code
Specifications
Sub-distributor
Support Services
Technical Requirements
Territory
Third Party Software
Trade Secrets
Updates
Upgrades
Value Added Services
Working Hours
Data Protection Laws
EU Software Directive
Gross Revenue
Installation
Major Release
Minor Release
Minimum Performance Requirements
Patch
Professional Services
Quarter
Reporting Period
Service Level Agreement
Term
Training Services
User Interface
Version
Distribution Rights
Territory
Exclusivity
Payment Terms
Royalties
Intellectual Property Rights
Confidentiality
Term and Termination
Warranties
Indemnification
Limitation of Liability
Force Majeure
Assignment
Governing Law
Dispute Resolution
Data Protection
Compliance
Performance Requirements
Reporting Obligations
Quality Control
Marketing and Promotion
Training and Support
Sub-distribution Rights
Non-Competition
Audit Rights
Export Control
Source Code Escrow
End User Terms
Notice Requirements
Amendment
Severability
Entire Agreement
Counterparts
Service Levels
Technical Requirements
Information Technology
Software Development
Technology Distribution
Enterprise Software
Cloud Computing
Software as a Service (SaaS)
Healthcare Technology
Financial Technology
Industrial Software
Retail Technology
Telecommunications
Legal
Commercial
Business Development
Sales
Partner Relations
Compliance
Contract Management
Software Licensing
Channel Management
Product Management
Legal Counsel
Commercial Director
Business Development Manager
Software Licensing Manager
Channel Partner Manager
Chief Technology Officer
Sales Director
Compliance Officer
Contract Manager
Partner Relations Manager
Distribution Manager
Software Rights Manager
Legal Operations Manager
Chief Legal Officer
VP of Sales
Partner Account Executive
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