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1. Parties: Identification of the software owner/licensor and the appointed reseller with full legal details
2. Background: Context of the agreement including brief description of the software and business relationship
3. Definitions: Defined terms used throughout the agreement
4. Appointment and Scope: Terms of reseller appointment, exclusivity/non-exclusivity, and scope of authority
5. License Grant: Specific rights granted to reseller for software distribution
6. Term and Renewal: Duration of the agreement and renewal terms
7. Financial Terms: Pricing, payment terms, commissions, and revenue sharing arrangements
8. Obligations of Software Owner: Support, updates, training, and other obligations of the software owner
9. Obligations of Reseller: Sales targets, marketing efforts, reporting requirements, and performance standards
10. Intellectual Property Rights: Protection and usage of software owner's IP, trademarks, and branded materials
11. Confidentiality: Protection of confidential information and trade secrets
12. Warranties and Representations: Warranties regarding software, service levels, and business conduct
13. Limitation of Liability: Caps on liability and exclusions of certain types of damages
14. Termination: Grounds for termination, notice periods, and consequences of termination
15. Post-Termination Obligations: Duties and restrictions after agreement ends
16. General Provisions: Standard boilerplate clauses including governing law, notices, and assignment
1. Territory Restrictions: Define geographical limitations on reseller's activities when exclusive territories are granted
2. Marketing Requirements: Specific marketing obligations and standards when sophisticated marketing is needed
3. Service Level Requirements: Detailed service standards when reseller provides technical support
4. Sub-Reseller Rights: Terms for appointing sub-resellers when multi-tier distribution is permitted
5. Insurance Requirements: Specific insurance obligations for high-value or high-risk software
6. Data Protection: Specific data handling requirements when personal data is involved
7. Source Code Escrow: Escrow arrangements for critical software applications
8. Professional Services: Terms for additional services beyond basic reselling
9. Competition Restrictions: Non-compete and other restrictive covenants when required
1. Schedule 1 - Software Description: Detailed description of software products covered by the agreement
2. Schedule 2 - Pricing and Commission Structure: Detailed pricing terms, commission rates, and payment calculations
3. Schedule 3 - Territory Definition: Detailed description of geographical territory if applicable
4. Schedule 4 - Service Level Requirements: Technical support and service level specifications
5. Schedule 5 - Minimum Performance Requirements: Sales targets and performance metrics
6. Schedule 6 - Technical Requirements: Technical specifications and requirements for reseller
7. Schedule 7 - Training Requirements: Required training programs and certifications
8. Appendix A - Approved Marketing Materials: List of approved marketing materials and usage guidelines
9. Appendix B - Reporting Templates: Standard forms for regular reporting requirements
Affiliate
Authorized Purpose
Business Day
Confidential Information
Documentation
Effective Date
End User
End User License Agreement (EULA)
Force Majeure Event
Intellectual Property Rights
License Fee
License Term
Licensed Software
Maintenance Services
Marks
Minimum Performance Requirements
Net Sales
Party/Parties
Professional Services
Purchase Order
Resale Price
Reseller
Revenue Share
Software
Software Owner
Source Code
Specifications
Sub-reseller
Support Services
System Requirements
Term
Territory
Third Party Software
Trade Secrets
Updates
Upgrades
User Data
Working Hours
License Grant
Territory Rights
Term and Renewal
Financial Terms
Payment
Reseller Obligations
Software Owner Obligations
Performance Requirements
Marketing
Training
Technical Support
Intellectual Property
Confidentiality
Data Protection
Warranties
Indemnification
Limitation of Liability
Force Majeure
Termination
Post-Termination
Non-Competition
Assignment
Compliance with Laws
Dispute Resolution
Governing Law
Notices
Entire Agreement
Severability
Waiver
Amendment
Force Majeure
Relationship of Parties
Third Party Rights
Counterparts
Information Technology
Software Development
Technology Distribution
E-commerce
Cloud Services
Enterprise Software
Consumer Software
Mobile Applications
System Integration
Value-Added Reselling
Legal
Sales
Business Development
Partner Relations
Commercial
Finance
Compliance
Technical Support
Product Management
Channel Management
Operations
Chief Executive Officer
Chief Technology Officer
Sales Director
Channel Manager
Partner Relations Manager
Business Development Manager
Legal Counsel
Contracts Manager
Commercial Director
Software Licensing Manager
Distribution Manager
Partner Success Manager
Compliance Officer
Chief Financial Officer
Regional Sales Manager
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