Software License Reseller Agreement Template for the Philippines

A Software License Reseller Agreement is a commercial contract that authorizes third parties to distribute and sell software products on behalf of the original software owner or licensor. This legal document establishes the framework for reseller relationships while protecting intellectual property rights and ensuring compliance with Philippine commercial and technology laws.

When do you need this document?

You need this agreement when expanding your software distribution beyond direct sales channels. Software companies use these contracts when partnering with local distributors, system integrators, or value-added resellers to reach broader markets. The document becomes essential when granting resale rights for proprietary software, mobile applications, or cloud-based solutions. International software companies entering the Philippine market particularly require this agreement to establish compliant distribution networks while maintaining control over their intellectual property and brand reputation.

Key legal considerations

The agreement must clearly define the scope of reseller rights, including territorial limitations, pricing structures, and permitted distribution channels. Critical clauses include intellectual property protection measures, preventing unauthorized software modifications or reverse engineering. Payment terms, commission structures, and minimum sales requirements need precise definition to avoid disputes. The contract should address liability allocation, particularly regarding software defects, warranty claims, and data breaches. Anti-competition provisions must comply with the Philippine Competition Act, ensuring fair market practices. Additionally, termination clauses should specify conditions for ending the relationship and handling existing inventory or customer relationships.

Legal requirements in Philippines

Under the Intellectual Property Code (RA 8293), software copyright protection requires specific licensing language and restrictions on unauthorized reproduction or distribution. The Electronic Commerce Act (RA 8792) mandates compliance with electronic transaction standards when software is distributed digitally or through online platforms. Data Privacy Act (RA 10173) requirements apply when software collects or processes personal information, requiring clear privacy obligations for resellers. Consumer Act (RA 7394) provisions protect end-user rights, requiring resellers to honor warranties and quality guarantees. The agreement must specify governing law clauses referencing Philippine jurisdiction and include dispute resolution mechanisms compliant with local court procedures or alternative dispute resolution requirements.