The Software License Reseller Agreement is essential for software companies expanding their market reach through indirect sales channels in Canada. This agreement is typically used when a software owner wants to authorize third parties to resell their software products while maintaining control over distribution and protecting their intellectual property rights. It addresses crucial elements including territory rights, pricing structures, service levels, and compliance with Canadian federal and provincial regulations. The document is particularly important for software companies utilizing channel sales strategies, as it provides legal protection while clearly defining the rights and obligations of both the licensor and reseller. It includes specific provisions for data protection, privacy compliance, and electronic commerce regulations unique to the Canadian market.
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1. Parties: Identification of the software owner/licensor and the appointed reseller
2. Background: Context of the agreement, including the software product(s) and business relationship
3. Definitions: Key terms used throughout the agreement
4. Appointment and Territory: Scope of reseller appointment and designated territory
5. License Grant: Terms of the license granted to reseller, including sublicensing rights
6. Reseller Obligations: Core responsibilities of the reseller including sales targets and reporting
7. Licensor Obligations: Support, training, and materials to be provided by the licensor
8. Financial Terms: Pricing, payment terms, commissions, and financial obligations
9. Intellectual Property Rights: Protection of IP and usage rights
10. Confidentiality: Protection of confidential information and trade secrets
11. Term and Termination: Duration of agreement and termination provisions
12. Data Protection and Privacy: Compliance with privacy laws and data handling requirements
13. Warranties and Indemnities: Guarantees, limitations, and protection against claims
14. General Provisions: Standard legal clauses including notices, amendments, and governing law
1. Marketing and Promotion: Specific requirements for marketing activities and brand usage - include if reseller will conduct marketing
2. Technical Requirements: Specific technical standards and integration requirements - include for complex software products
3. Training and Certification: Required training and certification programs - include for technical or specialized software
4. Service Level Agreement: Support response times and service levels - include for enterprise software
5. White Labeling Rights: Terms for rebranding the software - include if white labeling is permitted
6. Export Controls: Export restriction compliance - include for international distribution
7. Source Code Escrow: Source code protection provisions - include for enterprise or critical software
8. Audit Rights: Rights to audit reseller's compliance - include for high-value agreements
1. Schedule A - Licensed Software: Detailed description of software products and versions covered
2. Schedule B - Territory: Detailed definition of geographic or market territory
3. Schedule C - Pricing and Commission Structure: Detailed pricing models and commission calculations
4. Schedule D - Service Level Requirements: Technical support and service level specifications
5. Schedule E - Trademark Usage Guidelines: Rules for using licensor's trademarks and branding
6. Schedule F - Minimum Sales Targets: Quarterly or annual sales requirements
7. Appendix 1 - Technical Specifications: Technical requirements and compatibility specifications
8. Appendix 2 - Report Templates: Required formats for sales and performance reporting
Find the exact document you need
Software License Reseller Agreement
A Canadian-law governed agreement establishing terms for software resale and distribution rights between a licensor and authorized reseller.
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Reseller Software License
A Canadian-law governed agreement establishing terms for software distribution rights between a provider and reseller, including licensing, commercial terms, and compliance requirements.
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