Software Reseller Agreement for Ireland

Software Reseller Agreement Template for Ireland

This document is a comprehensive Software Reseller Agreement governed by Irish law, designed to establish and regulate the commercial relationship between a software owner and a reseller. It encompasses all essential aspects of the software distribution relationship, including appointment terms, territory rights, pricing structures, intellectual property protections, and compliance with Irish and EU regulations. The agreement incorporates specific provisions required under Irish commercial law and European Union directives, particularly those relating to software licensing, data protection, and electronic commerce.

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What is a Software Reseller Agreement?

The Software Reseller Agreement is a critical legal instrument used when a software owner wishes to expand their distribution channels through authorized resellers in Ireland and potentially other territories. This agreement type is essential for software companies looking to scale their market presence while maintaining control over their intellectual property and brand. The document addresses key aspects such as licensing rights, territory definitions, revenue sharing, support obligations, and compliance with Irish and EU regulations. It's particularly important in the current digital economy where software distribution models are becoming increasingly complex and require careful attention to both commercial and regulatory requirements. The agreement ensures that both parties understand their rights and obligations while providing mechanisms for managing the ongoing relationship and potential disputes under Irish jurisdiction.

What sections should be included in a Software Reseller Agreement?

1. Parties: Identifies the contracting parties - typically the software owner/licensor and the appointed reseller

2. Background: Sets out the context of the agreement, including the software owner's rights and the reseller's desire to distribute the software

3. Definitions: Defines key terms used throughout the agreement

4. Appointment and Territory: Establishes the reseller's appointment, whether exclusive or non-exclusive, and defines the geographical territory

5. License Grant: Specifies the rights granted to the reseller to market, distribute and sell the software

6. Obligations of the Software Owner: Details the software owner's responsibilities including support, updates, and training

7. Obligations of the Reseller: Specifies the reseller's duties including marketing, sales targets, customer support, and reporting

8. Financial Terms: Covers pricing, payment terms, commissions, and revenue sharing arrangements

9. Intellectual Property Rights: Protects the software owner's IP and sets out permitted uses of trademarks and branding

10. Confidentiality: Protects confidential information exchanged between the parties

11. Term and Termination: Sets out the duration of the agreement and circumstances for termination

12. Post-Termination: Describes obligations and rights after the agreement ends

13. General Provisions: Includes standard legal clauses such as force majeure, notices, and governing law

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

1. Minimum Purchase Requirements: Used when the software owner requires the reseller to maintain minimum purchase or sales levels

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

3. Professional Services: Required when the reseller will provide additional professional services such as implementation or customization

4. Export Controls: Necessary for international distribution arrangements

5. Source Code Escrow: Included when source code escrow arrangements are part of the agreement

6. Data Protection: Required when personal data processing is involved in the software's operation

7. Service Level Agreement: Included when specific performance levels are guaranteed for the software

8. Marketing Requirements: Used when specific marketing commitments or co-branding requirements exist

What schedules should be included in a Software Reseller Agreement?

1. Schedule 1 - Software Description: Detailed description of the software products covered by the agreement

2. Schedule 2 - Territory Definition: Detailed description of the geographical territory and any excluded territories

3. Schedule 3 - Pricing and Commission Structure: Detailed pricing information, commission rates, and payment terms

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

5. Schedule 5 - Marketing Guidelines: Guidelines for use of trademarks, logos, and marketing materials

6. Schedule 6 - Reporting Requirements: Templates and requirements for periodic sales and performance reporting

7. Appendix A - Technical Requirements: Technical specifications and minimum requirements for software operation

8. Appendix B - Training Requirements: Required training programs for reseller's sales and technical 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

Ireland

Publisher

Genie AI

Document Type

Agreement Contract

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Information Technology

Software Development

Technology Distribution

Value Added Resellers

Cloud Services

Systems Integration

Managed Services

Digital Solutions

Enterprise Software

Retail Technology

Financial Technology

Healthcare Technology

Relevant Teams

Legal

Sales

Channel Partners

Business Development

Commercial Operations

Compliance

Partner Success

Revenue Operations

Product Management

Distribution

Relevant Roles

Chief Technology Officer

Commercial Director

Sales Director

Channel Manager

Partner Success Manager

Legal Counsel

Contracts Manager

Business Development Manager

Software Licensing Manager

Partnership Director

Distribution Manager

Channel Sales Executive

Compliance Officer

Chief Revenue Officer

VP of Sales

Head of Partnerships

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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