Software Reseller Agreement for New Zealand

Software Reseller Agreement Template for New Zealand

A comprehensive legal agreement governed by New Zealand law that establishes the terms and conditions under which a software owner grants rights to a reseller to market, distribute, and sell their software products. The agreement covers essential aspects including licensing terms, territorial rights, pricing structures, intellectual property protection, support obligations, and compliance with New Zealand's commercial and technology laws. It defines the relationship between the parties, their respective obligations, revenue sharing arrangements, and provides frameworks for performance monitoring and dispute resolution.

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What is a Software Reseller Agreement?

The Software Reseller Agreement is a crucial document for software companies expanding their distribution channels in New Zealand and potentially internationally. It is used when a software owner wants to authorize third parties to resell their software products, establishing clear guidelines for the relationship while ensuring compliance with New Zealand's Contract and Commercial Law Act 2017, Fair Trading Act 1986, and relevant technology legislation. The agreement typically includes detailed provisions for pricing, territory definitions, service levels, intellectual property protection, and support obligations. It's particularly important for software companies utilizing indirect sales channels and must be carefully structured to protect both parties' interests while facilitating efficient software distribution.

What sections should be included in a Software Reseller Agreement?

1. Parties: Identification of the Software Owner/Licensor and the Reseller, including full legal names and registered addresses

2. Background: Context of the agreement, brief description of the software, and purpose of the reseller relationship

3. Definitions: Defined terms used throughout the agreement, including Software, Territory, Intellectual Property Rights, etc.

4. Appointment and Territory: Scope of reseller appointment (exclusive/non-exclusive) and defined territory for operations

5. License Grant: Specific rights granted to reseller for marketing, distributing, and selling the software

6. Reseller Obligations: Core responsibilities including marketing, sales targets, reporting, and customer support

7. Software Owner Obligations: Support, training, and resources to be provided to the reseller

8. Intellectual Property Rights: Protection of IP rights, usage of trademarks, and licensing terms

9. Fees and Payment Terms: Pricing structure, payment terms, and commission arrangements

10. Term and Termination: Duration of agreement, renewal terms, and termination rights

11. Confidentiality: Protection of confidential information and trade secrets

12. Warranties and Indemnities: Warranties regarding software, services, and mutual indemnification provisions

13. Limitation of Liability: Caps on liability and exclusions of certain types of damages

14. General Provisions: Standard legal provisions including governing law, dispute resolution, and assignment

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

1. White Labeling Rights: Terms for rebranding the software under reseller's brand, used when white labeling is permitted

2. Marketing Requirements: Specific marketing obligations and standards, included for agreements requiring structured marketing programs

3. Service Level Agreement: Detailed support and maintenance requirements, used when reseller provides technical support

4. Data Protection: Specific provisions for handling personal data, required when dealing with EU customers or sensitive data

5. Source Code Escrow: Terms for source code escrow arrangements, included for critical enterprise software

6. Professional Services: Terms for additional services like implementation or customization, included when reseller provides these services

7. Insurance Requirements: Specific insurance obligations, included for high-value or high-risk software

8. Compliance with Export Laws: Export control provisions, needed when software may be subject to export restrictions

What schedules should be included in a Software Reseller Agreement?

1. Schedule 1 - Software Description: Detailed description of the software, including features, specifications, and technical requirements

2. Schedule 2 - Territory Definition: Detailed description of geographical or market territories covered by the agreement

3. Schedule 3 - Pricing and Commission Structure: Detailed pricing models, discount structures, and commission calculations

4. Schedule 4 - Service Level Requirements: Technical support requirements, response times, and performance metrics

5. Schedule 5 - Marketing Guidelines: Brand guidelines, marketing requirements, and approved marketing materials

6. Schedule 6 - Reporting Requirements: Templates and specifications for required sales and performance reports

7. Appendix A - End User License Agreement: Standard EULA to be used with end customers

8. Appendix B - Technical Documentation: Technical specifications and documentation for the software

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

Document Type

Agreement Contract

Cost

Free to use
Relevant legal definitions
Clauses
Relevant Industries

Information Technology

Software Development

Technology Distribution

Cloud Services

Enterprise Software

Digital Commerce

Value-Added Resellers

System Integration

IT Consulting

Managed Services

SaaS Providers

Technology Manufacturing

Relevant Teams

Legal

Sales

Business Development

Channel Management

Partner Relations

Commercial Operations

Compliance

Product Management

Finance

Technical Support

Partner Success

Revenue Operations

Relevant Roles

Chief Technology Officer

Sales Director

Channel Manager

Business Development Manager

Legal Counsel

Commercial Director

Partner Manager

Distribution Manager

Software Licensing Manager

Contract Administrator

Partner Success Manager

Channel Sales Executive

Regional Sales Manager

Compliance Officer

Chief Revenue Officer

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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