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Software Reseller Agreement
"I need a Software Reseller Agreement for my cybersecurity software company to appoint an exclusive distributor in Ireland, with minimum annual revenue commitments and the ability to provide first-line technical support."
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
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
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
Applicable Law
Authorized Users
Business Day
Confidential Information
Documentation
Effective Date
End User
End User License Agreement (EULA)
Force Majeure Event
Initial Term
Intellectual Property Rights
License
License Fee
Licensed Software
Maintenance Services
Minimum Purchase Commitment
Net Revenue
Personal Data
Purchase Order
Resale Price
Reseller
Reseller Margin
Revenue Share
Software
Software Owner
Source Code
Specifications
Sub-distributor
Support Services
Technical Requirements
Term
Territory
Third Party Software
Trade Marks
Updates
Upgrades
Value Added Services
Working Hours
Appointment
Grant of Rights
Territory
Exclusivity
Term
Termination
License
Intellectual Property
Confidentiality
Data Protection
Warranties
Indemnification
Limitation of Liability
Payment
Commission
Minimum Performance
Marketing
Training
Support Services
Reporting
Audit Rights
Non-Competition
Non-Solicitation
Force Majeure
Assignment
Sub-Contracting
Notice
Governing Law
Dispute Resolution
Entire Agreement
Severability
Variation
Waiver
Third Party Rights
Compliance with Laws
Export Control
Anti-Corruption
Insurance
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
Legal
Sales
Channel Partners
Business Development
Commercial Operations
Compliance
Partner Success
Revenue Operations
Product Management
Distribution
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
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