Software Partner Agreement for New Zealand

Software Partner Agreement Template for New Zealand

This Software Partner Agreement is a comprehensive legal document governed by New Zealand law that establishes and regulates the commercial relationship between a software provider and its business partners. The agreement covers essential aspects including licensing terms, revenue sharing, intellectual property rights, data protection obligations under the Privacy Act 2020, and operational requirements. It incorporates New Zealand-specific legal requirements while addressing modern software distribution and partnership models, ensuring compliance with local electronic commerce and consumer protection legislation.

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What is a Software Partner Agreement?

The Software Partner Agreement is designed for use in the New Zealand market where software companies seek to establish formal partnership arrangements with resellers, integrators, or other business partners. This document is particularly relevant in today's digital economy where software distribution and implementation often occur through partner networks. It addresses key considerations under New Zealand law, including compliance with the Contract and Commercial Law Act 2017, Privacy Act 2020, and relevant intellectual property legislation. The agreement typically covers partnership scope, licensing terms, revenue models, service levels, support obligations, and data protection requirements, making it suitable for various partnership models from simple reselling to complex integration services.

What sections should be included in a Software Partner Agreement?

1. Parties: Identification of the contracting parties including registered addresses and company details

2. Background: Context of the partnership and general purpose of the agreement

3. Definitions: Defined terms used throughout the agreement

4. Partnership Scope: Details of the partnership arrangement, roles, and responsibilities

5. Term and Termination: Duration of the agreement, renewal terms, and termination provisions

6. Software License Terms: Terms of software licensing between partners including usage rights and restrictions

7. Intellectual Property Rights: Ownership and protection of IP, including pre-existing IP and newly developed IP

8. Confidentiality: Protection of confidential information and trade secrets

9. Data Protection and Privacy: Compliance with privacy laws and data handling requirements

10. Fees and Payment Terms: Financial arrangements, revenue sharing, and payment schedules

11. Service Levels: Performance standards and service level commitments

12. Representations and Warranties: Legal guarantees and warranties provided by each party

13. Liability and Indemnification: Allocation of risks and liability between parties

14. General Provisions: Standard legal clauses including governing law, notices, and assignment

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

1. Marketing and Promotion: Terms governing joint marketing activities and brand usage - include when partnership involves co-marketing

2. Training and Support: Partner training and support obligations - include when technical support or training is part of the arrangement

3. Source Code Escrow: Source code protection arrangements - include when source code access might be needed

4. Territory and Exclusivity: Geographic restrictions and exclusivity terms - include for territory-specific or exclusive partnerships

5. Implementation Services: Terms for software implementation - include when partner provides implementation services

6. Disaster Recovery: Business continuity requirements - include for critical software systems

7. Compliance and Audit Rights: Audit and compliance terms - include for regulated industries or when significant risk exists

8. White Labeling: Terms for rebranding software - include for white-label partnerships

What schedules should be included in a Software Partner Agreement?

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

2. Schedule 2 - Service Level Agreement: Detailed service levels, metrics, and remedies

3. Schedule 3 - Fee Schedule: Detailed pricing, commission structures, and payment terms

4. Schedule 4 - Technical Requirements: Technical specifications and integration requirements

5. Schedule 5 - Support Services: Support level definitions and procedures

6. Schedule 6 - Security Requirements: Security standards and compliance requirements

7. Appendix A - Authorized Users: List of authorized users and access levels

8. Appendix B - Territory Definition: Detailed description of territorial boundaries if applicable

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

New Zealand

Publisher

Genie AI

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Information Technology

Software Development

Cloud Services

Financial Services

Healthcare Technology

E-commerce

Professional Services

Telecommunications

Education Technology

Manufacturing Technology

Retail Technology

Business Process Outsourcing

Relevant Teams

Legal

Sales

Business Development

Partnerships

Information Technology

Compliance

Product Management

Operations

Finance

Commercial

Relevant Roles

Chief Technology Officer

Partnership Manager

Legal Counsel

Commercial Director

Business Development Manager

Channel Sales Manager

Software Licensing Manager

Compliance Officer

IT Director

Sales Director

Partner Success Manager

Contract Manager

Chief Information Officer

Alliance Manager

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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