Software Reseller Agreement for Germany

Software Reseller Agreement Template for Germany

A comprehensive legal agreement governed by German law that establishes the terms and conditions under which a software provider grants rights to a reseller to market, distribute, and sell specified software products. The agreement covers key aspects including licensing terms, territorial rights, pricing structures, support obligations, intellectual property protection, and compliance with German commercial law and EU regulations. It defines the business relationship between the parties, including commission structures, performance requirements, and warranty terms, while ensuring compliance with German distribution and agency laws.

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What is a Software Reseller Agreement?

This Software Reseller Agreement is designed for use in the German market where software providers wish to expand their distribution channels through authorized resellers. The document complies with German commercial law (Handelsgesetzbuch - HGB) and relevant EU regulations, including GDPR requirements. It is particularly suited for situations where software companies need to establish clear terms for product distribution, pricing, support obligations, and intellectual property protection. The agreement includes comprehensive provisions for territory definitions, performance metrics, and compliance requirements specific to the German market. It addresses both traditional software licensing and modern cloud-based distribution models, making it adaptable for various software delivery methods while maintaining compliance with German legal requirements.

What sections should be included in a Software Reseller Agreement?

1. Parties: Identification of the software provider and reseller with full legal entity details

2. Background: Context of the agreement and brief description of parties' business relationship

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

4. Appointment and Territory: Scope of reseller appointment and defined geographic territory

5. License Grant: Terms of license granted to reseller, including sublicensing rights

6. Reseller Obligations: Core responsibilities of the reseller including sales, marketing, and support

7. Provider Obligations: Core responsibilities of the software provider including support and updates

8. Intellectual Property Rights: Protection and ownership of IP rights, usage restrictions

9. Financial Terms: Pricing, payment terms, commissions, and financial obligations

10. Compliance: Regulatory compliance requirements including data protection and export controls

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

12. Confidentiality: Protection of confidential information and trade secrets

13. Liability and Indemnification: Limitation of liability and indemnification obligations

14. General Provisions: Standard legal provisions including governing law, jurisdiction, and entire agreement

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

1. Marketing and Promotion: Detailed marketing requirements and branding guidelines, used when specific marketing obligations are required

2. Training Requirements: Specific training obligations for reseller staff, included when technical training is necessary

3. Service Level Requirements: Detailed service level commitments, used when specific performance metrics are required

4. Audit Rights: Provider's rights to audit reseller's compliance, included for complex distribution arrangements

5. Insurance Requirements: Specific insurance obligations, used when higher risk levels are involved

6. Source Code Escrow: Source code escrow arrangements, included when reseller requires additional security

7. White Labeling Rights: Terms for rebranding software, included when white labeling is permitted

8. Professional Services: Terms for additional professional services, included when reseller provides implementation services

What schedules should be included in a Software Reseller Agreement?

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

2. Schedule 2 - Price List: Pricing structure, discounts, and commission rates

3. Schedule 3 - Service Level Agreement: Detailed service levels and support requirements

4. Schedule 4 - Technical Requirements: Technical specifications and system requirements

5. Schedule 5 - Territory Description: Detailed description of authorized sales territory

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

7. Appendix A - Data Processing Agreement: GDPR-compliant data processing terms

8. Appendix B - Brand Guidelines: Guidelines for use of provider's trademarks and branding

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

Germany

Publisher

Genie AI

Document Type

Agreement Contract

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Information Technology

Software Development

Technology Distribution

Enterprise Software

Cloud Services

Digital Solutions

E-commerce

Telecommunications

Financial Services

Healthcare Technology

Manufacturing Software

Retail Technology

Professional Services

Relevant Teams

Legal

Sales

Business Development

Channel Management

Commercial Operations

Procurement

Vendor Management

Compliance

Partner Relations

Contract Administration

Software Licensing

Partner Success

Relevant Roles

Chief Executive Officer

Chief Technology Officer

Sales Director

Channel Manager

Business Development Manager

Legal Counsel

Commercial Director

Partnership Manager

Procurement Manager

Vendor Manager

Distribution Manager

Software Licensing Manager

Contract Manager

Compliance Officer

Partner Success 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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