The Reseller Software Licence is designed for situations where a software owner wishes to expand their distribution network through authorized resellers. This agreement, governed by English and Welsh law, establishes the commercial and legal framework for software distribution, including licensing terms, territorial rights, pricing structures, and intellectual property protections. It's particularly relevant in today's digital marketplace where software companies increasingly rely on partner networks for market expansion and revenue growth.
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1. Parties: Identifies the contracting parties including the software owner/licensor and the appointed reseller
2. Background: Context of the agreement, including the software ownership and intention to appoint reseller
3. Definitions: Defines key terms including Software, Territory, Intellectual Property Rights, End Users
4. Grant of Rights: Specifies the licence terms, territory, and reseller appointment terms
5. Reseller Obligations: Key responsibilities including sales targets, reporting, and compliance
6. Licensor Obligations: Support, updates, and maintenance commitments
7. Payment Terms: Pricing, payment schedule, and commission structure
8. Intellectual Property Rights: IP ownership, protection measures, and infringement procedures
9. Confidentiality: Protection of confidential information and trade secrets
10. Term and Termination: Duration, renewal, and termination provisions
11. Liability and Indemnities: Limitation of liability and indemnification obligations
12. General Provisions: Standard boilerplate clauses including governing law and jurisdiction
1. Marketing Requirements: Specific marketing obligations and brand guidelines when marketing commitments are required
2. Service Level Agreement: Detailed support and maintenance terms when reseller provides technical support
3. White Labelling Provisions: Terms for rebranding when reseller is permitted to rebrand the software
4. Data Protection: GDPR and data protection compliance when personal data processing is involved
5. Training and Certification: Requirements for staff training when specific expertise is needed
6. Minimum Purchase Commitments: Minimum revenue or unit requirements when specific targets are needed
1. Software Description: Detailed technical specifications and functionality of the licensed software
2. Price List: Comprehensive pricing structure, discounts, and commission rates
3. Service Levels: Support and maintenance specifications including response times
4. Territory Definition: Detailed description of authorized sales territory and any exclusions
5. End User Licence Agreement: Standard EULA to be used with end customers
6. Marketing Guidelines: Brand guidelines and approved marketing materials
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Reseller Software Licence
An England & Wales agreement authorizing software distribution through resellers, detailing licensing and territorial rights.
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