Software Reseller Agreement Template for Philippines

The Software Reseller Agreement is essential for businesses engaged in software distribution within the Philippines. This document is typically used when a software owner wishes to expand their market reach through authorized resellers while maintaining control over their intellectual property and brand. The agreement needs to comply with Philippine legislation, including the Intellectual Property Code, E-commerce Act, and Data Privacy Act. It covers crucial elements such as appointment terms, territory rights, pricing structures, technical support obligations, and service level commitments. The document is particularly important in the Philippine context where software distribution often involves local market adaptation and compliance with regional regulations. The agreement should be structured to protect both parties while facilitating efficient software distribution and sales.

1. Parties: Identification of the software owner/licensor and the appointed reseller, including complete legal names and addresses

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

3. Definitions: Detailed definitions of technical terms, business terms, and other key concepts used throughout the agreement

4. Appointment and Territory: Scope of reseller appointment, territory definition, and whether the appointment is exclusive or non-exclusive

5. Rights and Obligations of Reseller: Detailed responsibilities, sales targets, marketing requirements, and service standards

6. Rights and Obligations of Software Owner: Support, training, updates, and other obligations of the software owner

7. License Terms: Terms under which the reseller can distribute the software to end users

8. Pricing and Payment Terms: Pricing structure, payment schedules, currency, and payment methods

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

10. Confidentiality: Protection of confidential information and trade secrets

11. Term and Termination: Duration of agreement, renewal terms, and termination conditions

12. Data Protection: Compliance with Philippine Data Privacy Act and data handling requirements

13. Warranties and Indemnities: Product warranties, service guarantees, and indemnification provisions

14. Governing Law and Jurisdiction: Application of Philippine law and jurisdiction for dispute resolution

15. General Provisions: Standard boilerplate clauses including force majeure, notices, and amendments