This document is essential for software companies looking to expand their distribution channels through reseller partnerships in Switzerland and internationally. The Reseller Software License Agreement serves as the primary legal framework governing the relationship between software providers and their authorized resellers. It is specifically structured to comply with Swiss law, particularly the Swiss Code of Obligations and relevant technology legislation. The agreement should be used when a software provider wants to authorize third parties to resell their software while maintaining control over distribution terms, pricing structures, and brand representation. It includes detailed provisions for territorial rights, performance requirements, support obligations, and intellectual property protection, making it suitable for both domestic Swiss operations and international distribution arrangements.

1. Parties: Identification of the Licensor (software owner) and Reseller, including full legal names, registration details, and addresses

2. Background: Context of the agreement, brief description of the software, and the parties' intention to enter into a reseller relationship

3. Definitions: Key terms used throughout the agreement, including Software, Territory, Intellectual Property Rights, End Users, etc.

4. Appointment and Territory: Scope of reseller appointment (exclusive/non-exclusive) and defined geographical territory

5. License Grant: Specific rights granted to reseller, including right to market, distribute, and sublicense the software

6. Reseller Obligations: Core responsibilities including marketing, minimum purchase commitments, reporting, and customer support

7. Licensor Obligations: Support, training, and materials to be provided by the licensor

8. Intellectual Property Rights: Ownership confirmation and protection of IP rights

9. Fees and Payment Terms: Pricing structure, payment terms, and currency

10. Term and Termination: Duration of agreement and termination provisions

11. Confidentiality: Protection of confidential information exchanged between parties

12. Warranties and Indemnities: Standard warranties and indemnification obligations

13. Limitation of Liability: Caps on liability and exclusions

14. General Provisions: Standard boilerplate clauses including notices, assignment, entire agreement, etc.

15. Governing Law and Jurisdiction: Confirmation of Swiss law application and jurisdiction for disputes