The Reseller Software License Agreement is essential for software companies seeking to expand their distribution network in the Philippines through authorized resellers. This document is particularly relevant when a software owner wants to grant rights to third parties to market, distribute, and sell their software products while maintaining control over their intellectual property and ensuring compliance with Philippine regulations. The agreement addresses crucial aspects such as licensing scope, territorial restrictions, pricing mechanisms, and service level requirements. It includes specific provisions required under Philippine law, including the Intellectual Property Code (RA 8293) and E-commerce Act (RA 8792), making it suitable for both domestic and international software companies operating in the Philippine market. The document is structured to protect both parties' interests while facilitating efficient software distribution through authorized channels.
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1. Parties: Identification of the Software Owner/Licensor and the Reseller with complete legal details
2. Background: Context of the agreement, brief description of the software, and purpose of the reseller arrangement
3. Definitions: Detailed definitions of key terms used throughout the agreement
4. Grant of License: Scope of license granted to reseller, including territory, exclusivity status, and sublicensing rights
5. Reseller Obligations: Core responsibilities of the reseller including marketing, sales targets, and customer support
6. License Fees and Payment Terms: Pricing structure, payment schedules, and financial terms
7. Intellectual Property Rights: Protection of IP rights, ownership declarations, and usage restrictions
8. Term and Termination: Duration of agreement, renewal terms, and termination conditions
9. Confidentiality: Protection of confidential information and trade secrets
10. Warranties and Representations: Standard warranties regarding software functionality and service delivery
11. Limitation of Liability: Limitations on liability and indemnification provisions
12. Compliance with Laws: Obligations to comply with Philippine laws and regulations
13. General Provisions: Standard boilerplate clauses including notices, assignment, and governing law
1. Marketing and Promotion: Detailed marketing requirements and promotional activities - include when reseller has specific marketing obligations
2. Training and Support: Technical training and support requirements - include when complex software requires specific expertise
3. Service Level Agreement: Performance metrics and service standards - include for enterprise software solutions
4. Data Protection: Specific data handling and privacy requirements - include when personal data processing is involved
5. Export Control: Export restrictions and compliance - include for international distribution
6. Source Code Escrow: Source code protection and access conditions - include for critical enterprise applications
7. White Labeling Rights: Rights to rebrand the software - include when white labeling is permitted
1. Schedule A - Licensed Software: Detailed description of software, features, and technical specifications
2. Schedule B - Territory: Defined geographical areas or markets for reseller operations
3. Schedule C - Pricing Structure: Detailed pricing models, discount structures, and commission rates
4. Schedule D - Service Level Requirements: Technical support and maintenance service standards
5. Schedule E - Marketing Guidelines: Brand guidelines and approved marketing practices
6. Appendix 1 - End User License Agreement: Standard EULA for end customers
7. Appendix 2 - Technical Requirements: Minimum technical specifications and deployment requirements
Relevant legal definitions
Agreement
Authorized Users
Confidential Information
Documentation
Effective Date
End User
End User License Agreement (EULA)
Intellectual Property Rights
License Fees
Licensed Software
Maintenance Services
Marks
Minimum Purchase Commitment
Net Sales
Partner Portal
Professional Services
Resale Rights
Reseller
Revenue Share
Service Level Agreement
Software Updates
Source Code
Specifications
Support Services
Technical Requirements
Territory
Third-Party Software
Trade Secrets
Updates and Upgrades
User Data
Value Added Services
Version
Warranty Period
White Label Rights
Work Product
Authorized Users
Confidential Information
Documentation
Effective Date
End User
End User License Agreement (EULA)
Intellectual Property Rights
License Fees
Licensed Software
Maintenance Services
Marks
Minimum Purchase Commitment
Net Sales
Partner Portal
Professional Services
Resale Rights
Reseller
Revenue Share
Service Level Agreement
Software Updates
Source Code
Specifications
Support Services
Technical Requirements
Territory
Third-Party Software
Trade Secrets
Updates and Upgrades
User Data
Value Added Services
Version
Warranty Period
White Label Rights
Work Product
Clauses
License Grant
Territory Rights
Term and Termination
Payment Terms
Intellectual Property
Confidentiality
Performance Requirements
Warranties
Limitation of Liability
Indemnification
Non-Competition
Marketing Rights
Support Services
Training
Audit Rights
Data Protection
Force Majeure
Governing Law
Dispute Resolution
Assignment
Notices
Entire Agreement
Severability
Amendment
Compliance with Laws
Export Control
Insurance
Reporting Requirements
Service Levels
Software Maintenance
Territory Rights
Term and Termination
Payment Terms
Intellectual Property
Confidentiality
Performance Requirements
Warranties
Limitation of Liability
Indemnification
Non-Competition
Marketing Rights
Support Services
Training
Audit Rights
Data Protection
Force Majeure
Governing Law
Dispute Resolution
Assignment
Notices
Entire Agreement
Severability
Amendment
Compliance with Laws
Export Control
Insurance
Reporting Requirements
Service Levels
Software Maintenance
Relevant Industries
Information Technology
Software Development
E-commerce
Telecommunications
Financial Services
Healthcare Technology
Educational Technology
Enterprise Software
Cloud Services
Digital Security
Mobile Applications
Business Process Outsourcing
Relevant Teams
Legal
Sales
Business Development
Partnerships
Compliance
Commercial Operations
Channel Management
Software Distribution
Contract Administration
Partner Success
Strategic Alliances
Relevant Roles
Chief Technology Officer
Software Licensing Manager
Channel Sales Director
Legal Counsel
Business Development Manager
Partner Relations Manager
Compliance Officer
Commercial Director
Sales Operations Manager
Partnership Director
Contract Administrator
Software Distribution Manager
Channel Account Manager
Intellectual Property Counsel
Strategic Alliances Manager
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