The Software License Reseller Agreement is essential for software companies looking to expand their distribution channels in New Zealand and internationally. This agreement is typically used when a software owner wants to authorize third parties to resell their software products while maintaining control over distribution and protecting their intellectual property rights. It encompasses comprehensive terms including reseller appointment, territory definitions, pricing structures, support obligations, and compliance requirements under New Zealand law. The document is crucial for establishing clear boundaries and expectations in the software distribution relationship, ensuring compliance with New Zealand's legal framework, and protecting both parties' interests in the software resale arrangement.
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1. Parties: Identifies and provides details of the software owner/licensor and the reseller
2. Background: Establishes context, including software owner's rights and reseller's business
3. Definitions: Defines key terms used throughout the agreement
4. Appointment and Scope: Details of reseller appointment, territory, and exclusivity status
5. License Grant: Specifies the rights granted to reseller to market and distribute the software
6. Reseller Obligations: Key responsibilities including marketing, support, and reporting requirements
7. Software Owner Obligations: Support, updates, and other obligations of the software owner
8. Intellectual Property Rights: Protection of IP rights, usage restrictions, and infringement procedures
9. Fees and Payment Terms: Pricing structure, payment terms, and financial obligations
10. Term and Termination: Duration of agreement and circumstances for termination
11. Confidentiality: Protection of confidential information and trade secrets
12. Warranties and Indemnities: Warranties provided and indemnification obligations
13. Limitation of Liability: Limits on parties' liability and exclusions
14. General Provisions: Standard legal provisions including notices, assignment, and governing law
1. Marketing Requirements: Detailed marketing obligations and approval processes - include when specific marketing requirements are needed
2. Service Level Requirements: Specific support level obligations - include when reseller provides technical support
3. White Labeling Rights: Terms for rebranding the software - include when white labeling is permitted
4. Sub-reseller Rights: Terms for appointing sub-resellers - include when sub-reselling is allowed
5. Data Protection: Specific data handling requirements - include when personal data processing is involved
6. Export Controls: Export restriction compliance - include for international distribution
7. Insurance Requirements: Specific insurance obligations - include for high-value or high-risk products
8. Source Code Escrow: Source code escrow arrangements - include when agreed with critical resellers
1. Schedule 1 - Licensed Software: Detailed description of software products covered by the agreement
2. Schedule 2 - Territory: Defined geographical or market territory for reseller activities
3. Schedule 3 - Pricing and Commission Structure: Detailed pricing, discount levels, and commission calculations
4. Schedule 4 - Service Level Requirements: Technical support and service level specifications
5. Schedule 5 - Marketing Guidelines: Branding requirements and marketing guidelines
6. Schedule 6 - Reporting Requirements: Templates and specifications for required reports
7. Appendix A - End User License Agreement: Standard EULA to be used with end customers
8. Appendix B - Technical Requirements: Technical specifications and implementation requirements
Find the exact document you need
Software License Reseller Agreement
A New Zealand-governed agreement establishing terms for software resale and distribution rights between a software owner and authorized reseller.
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A New Zealand-governed agreement establishing terms for software reselling rights, including licensing, distribution, and commercial terms.
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