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Reseller Software License

Reseller Software License Template for Philippines

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Key Requirements PROMPT example:

Reseller Software License

"I need a Reseller Software License Agreement for my cloud-based accounting software, granting exclusive distribution rights in the Philippines to a local tech company starting March 2025, with specific provisions for white-labeling and revenue sharing at 70-30 split."

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Document background
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.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
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
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

Industries
Intellectual Property Code of the Philippines (Republic Act No. 8293): Primary legislation governing intellectual property rights, including copyright protection for software and licensing arrangements
Electronic Commerce Act of 2000 (Republic Act No. 8792): Regulates electronic transactions and provides legal framework for digital contracts and electronic signatures in software licensing agreements
Consumer Act of the Philippines (Republic Act No. 7394): Protects consumer rights and interests, particularly relevant if the software will be resold to end consumers
Civil Code of the Philippines (Republic Act No. 386): Provides the basic framework for contracts, obligations, and commercial relationships under Philippine law
Data Privacy Act of 2012 (Republic Act No. 10173): Regulates the collection, processing, and protection of personal data, relevant for software that handles user information
Price Act (Republic Act No. 7581): Regulates pricing mechanisms and prohibits price manipulation, relevant for reseller pricing structures
Competition Act (Republic Act No. 10667): Prevents anti-competitive practices, important for territorial restrictions and exclusive dealing arrangements in reseller agreements
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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