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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
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
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
Authorized Purpose
Business Day
Commencement Date
Confidential Information
Customer Data
Documentation
End User
End User Agreement
Fees
Force Majeure Event
GST
Initial Term
Intellectual Property Rights
License
Licensed Software
Maintenance Services
Major Release
Minimum Performance Requirements
Minor Release
Net Sales
New Version
Order Form
Permitted Territory
Personal Information
Price List
Resale Price
Reseller
Reseller Margin
Revenue Share
Service Levels
Software
Software Owner
Specifications
Sub-distributor
Support Services
System Requirements
Term
Territory
Third Party Software
Trade Marks
Updates
Upgrades
User Documentation
Value Added Services
Warranty Period
White Label Rights
Territory
License Grant
Intellectual Property
Confidentiality
Non-Competition
Non-Solicitation
Fees and Payment
Commission
Performance Requirements
Marketing
Support Services
Training
Warranties
Indemnification
Limitation of Liability
Insurance
Term and Termination
Force Majeure
Assignment
Dispute Resolution
Governing Law
Entire Agreement
Severability
Data Protection
Compliance
Audit Rights
Notice
Amendment
Counterparts
Relationship of Parties
Sub-Contracting
Export Control
Service Levels
Reporting
Customer Support
Quality Control
Software Maintenance
End User Agreements
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
Legal
Sales
Business Development
Channel Management
Partner Relations
Commercial Operations
Compliance
Product Management
Finance
Technical Support
Partner Success
Revenue Operations
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
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