Software Reseller Agreement for Switzerland

Software Reseller Agreement Template for Switzerland

A comprehensive legal agreement governed by Swiss law that establishes the terms and conditions under which a software company authorizes a reseller to market, distribute, and sell its software products. The agreement covers essential aspects including territory rights, pricing structures, intellectual property protection, data privacy compliance under Swiss regulations, support obligations, and performance requirements. It incorporates specific provisions aligned with Swiss commercial law, particularly the Code of Obligations, while addressing modern software distribution challenges including cloud deployment and digital rights management.

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What is a Software Reseller Agreement?

The Software Reseller Agreement is essential for software companies looking to expand their market presence through indirect sales channels in Switzerland and potentially neighboring territories. This document is crucial when a software company wants to authorize third parties to resell their software products while maintaining control over distribution, pricing, and brand reputation. It's particularly relevant in the Swiss market where data protection, privacy laws, and commercial regulations require specific considerations. The agreement typically includes detailed provisions for licensing, territory restrictions, performance metrics, support obligations, and compliance with Swiss regulations. This type of agreement is commonly used when establishing new distribution partnerships, expanding into new markets, or formalizing existing reseller relationships under Swiss jurisdiction.

What sections should be included in a Software Reseller Agreement?

1. Parties: Identification of the software company (supplier) and the reseller, including full legal names and registered addresses

2. Background: Context of the agreement, brief description of the software products, and purpose of the reseller relationship

3. Definitions: Detailed definitions of key terms used throughout the agreement

4. Appointment and Territory: Scope of reseller appointment, territory definition, and exclusivity status

5. Reseller Obligations: Core responsibilities of the reseller including sales targets, marketing requirements, and customer support obligations

6. Supplier Obligations: Software company's commitments regarding product supply, support, and training

7. Ordering and Delivery: Procedures for placing orders, delivery methods, and acceptance criteria

8. Prices and Payment: Pricing structure, payment terms, and invoicing procedures

9. Intellectual Property Rights: Protection of software IP, licensing terms, and usage restrictions

10. Confidentiality: Protection of confidential information and trade secrets

11. Data Protection: Compliance with Swiss data protection laws and data handling requirements

12. Term and Termination: Duration of agreement, renewal terms, and termination conditions

13. Post-Termination: Rights and obligations after agreement termination

14. General Provisions: Standard legal clauses including governing law, dispute resolution, and entire agreement

What sections are optional to include in a Software Reseller Agreement?

1. Minimum Purchase Requirements: Used when implementing specific sales targets or minimum order quantities

2. White Labeling Rights: Include when reseller has rights to rebrand the software under their own name

3. Marketing Development Funds: When supplier provides financial support for marketing activities

4. Insurance Requirements: Specific insurance obligations for high-value or high-risk software products

5. Source Code Escrow: For critical software where reseller requires source code protection

6. Professional Services: When reseller provides additional implementation or customization services

7. Service Level Agreement: For software requiring specific performance or support levels

8. Compliance with Industry Standards: For regulated industries or specific certification requirements

What schedules should be included in a Software Reseller Agreement?

1. Schedule 1 - Licensed Software: Detailed list of software products covered by the agreement

2. Schedule 2 - Territory Definition: Detailed description of geographic or market territories

3. Schedule 3 - Pricing Schedule: Price lists, discount structures, and commission rates

4. Schedule 4 - Service Level Requirements: Technical support and maintenance service levels

5. Schedule 5 - Marketing Guidelines: Brand guidelines and approved marketing practices

6. Schedule 6 - Reporting Templates: Required sales and performance report formats

7. Appendix A - Technical Requirements: Minimum technical specifications for software deployment

8. Appendix B - Training Requirements: Required training programs for reseller staff

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Switzerland

Publisher

Genie AI

Document Type

Agreement Contract

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Information Technology

Software Development

Technology Distribution

Cloud Services

Enterprise Software

Retail Technology

E-commerce

Financial Technology

Healthcare Technology

Manufacturing Software

Educational Technology

Professional Services

Relevant Teams

Legal

Sales

Business Development

Channel Management

Partner Success

Compliance

Finance

Operations

Product Management

Commercial Operations

Partner Marketing

Technical Support

Relevant Roles

Chief Executive Officer

Chief Technology Officer

Sales Director

Channel Manager

Business Development Manager

Legal Counsel

Contracts Manager

Commercial Director

Partner Management Director

Distribution Manager

Software Licensing Manager

Compliance Officer

Partner Success Manager

Channel Sales Executive

Regional Sales Manager

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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