Software Reseller Agreement for the United Kingdom

Software Reseller Agreement Template for United States

A Software Reseller Agreement is a legal contract under U.S. law that establishes the terms and conditions under which a reseller is authorized to market, distribute, and sell software products on behalf of the software vendor. This agreement covers crucial aspects such as licensing rights, territory restrictions, pricing structures, intellectual property protection, and compliance requirements. It typically includes provisions for support services, warranty terms, liability limitations, and termination conditions, while ensuring compliance with federal and state regulations governing software distribution and intellectual property rights.

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What is a Software Reseller Agreement?

The Software Reseller Agreement serves as a fundamental legal framework for software distribution relationships in the United States. This document is essential when a software vendor wishes to expand its distribution network through authorized resellers while maintaining control over how its products are marketed and sold. The agreement addresses critical aspects of the modern software industry, including digital rights management, territorial restrictions, and compliance with evolving data privacy regulations. It provides comprehensive coverage of both parties' rights and obligations, including specific provisions for pricing, payment terms, support services, and intellectual property protection. The agreement is designed to comply with U.S. federal and state laws governing software licensing, distribution, and electronic commerce, while offering flexibility to accommodate various business models and distribution arrangements.

What sections should be included in a Software Reseller Agreement?

1. Parties: Identifies the contracting parties, including full legal names and addresses

2. Background/Recitals: Explains the context and purpose of the agreement

3. Definitions: Defines key terms used throughout the agreement

4. Appointment and License Grant: Establishes the reseller relationship and scope of software license

5. Territory and Exclusivity: Defines geographic scope and exclusivity terms

6. Obligations of Parties: Details responsibilities of both supplier and reseller

7. Pricing and Payment Terms: Covers pricing structure, payment terms, and related financial matters

8. Intellectual Property Rights: Addresses ownership and protection of IP

9. Term and Termination: Specifies duration and termination conditions

10. Confidentiality: Covers protection of confidential information

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

1. Marketing and Promotion: Details marketing obligations and restrictions when specific marketing requirements exist

2. Training Requirements: Specifies training obligations when technical training is required

3. Service Level Agreement: Defines support and maintenance obligations when ongoing support is part of the arrangement

4. Data Protection: Addresses data privacy requirements when personal data processing is involved

5. Insurance Requirements: Specifies required insurance coverage when significant liability risks exist

What schedules should be included in a Software Reseller Agreement?

1. Product Schedule: List of software products covered by the agreement

2. Price List: Detailed pricing structure and terms

3. Territory Map: Geographic definition of authorized territory

4. Service Level Agreement: Detailed support and maintenance terms

5. Marketing Guidelines: Brand usage and marketing requirements

6. Technical Requirements: Technical specifications and requirements

7. Commission Structure: Detailed breakdown of commission calculations

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

United States

Publisher

Genie AI

Document Type

Agreement Contract

Cost

Free to use
Relevant legal definitions
Clauses
Industries

Copyright Act: Federal law (17 U.S.C.) governing copyright protection for original works, including software. Essential for defining ownership and usage rights of the software being resold.

Patent Act: Federal law (35 U.S.C.) protecting inventions and innovations that may be embodied in the software products being resold.

Trademark Act (Lanham Act): Federal law protecting trademarks and service marks, crucial for brand protection and usage rights in software reselling.

Defend Trade Secrets Act: Federal law providing uniform protection for trade secrets, important for protecting proprietary software information.

Uniform Commercial Code: State-adopted uniform law governing commercial transactions, particularly Article 2 (Sales) and Article 2B (Software Licensing).

State Contract Laws: Various state-specific laws governing contract formation, enforcement, and interpretation.

Federal Trade Commission Act: Federal law protecting consumers against unfair or deceptive trade practices in software sales and distribution.

Computer Fraud and Abuse Act: Federal law addressing computer-related fraud and unauthorized access, relevant for software security provisions.

ESIGN Act: Electronic Signatures in Global and National Commerce Act, governing the validity of electronic signatures and records.

UETA: Uniform Electronic Transactions Act, providing uniform state laws for electronic signatures and records.

Export Administration Regulations: Federal regulations controlling the export of commercial and dual-use software products.

Sherman Antitrust Act: Federal law prohibiting monopolistic practices and restraints of trade in software distribution.

State Sales Tax Regulations: Various state laws governing the collection and remittance of sales tax on software sales.

CCPA: California Consumer Privacy Act, governing privacy rights and data protection for California residents.

State Data Breach Laws: Various state laws requiring notification and protection measures in case of data breaches.

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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