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Reseller Software License
"I need a Reseller Software License Agreement for my cloud-based accounting software, granting exclusive distribution rights in South Africa to an established IT solutions provider, with specific requirements for technical support and minimum quarterly sales targets starting March 2025."
1. Parties: Identification of the software owner/licensor and the appointed reseller, including registration details and addresses
2. Background: Context of the agreement, brief description of the software, and the parties' intention to enter into a reseller relationship
3. Definitions: Definitions of key terms used throughout the agreement, including Software, Territory, End Users, License Fees, etc.
4. Appointment and Territory: Terms of reseller appointment, territory limitations, and exclusivity/non-exclusivity provisions
5. License Grant: Scope of license granted to reseller, including rights to market, distribute, and sublicense the software
6. Reseller Obligations: Core responsibilities including marketing, sales targets, customer support, and compliance requirements
7. Licensor Obligations: Software owner's commitments regarding support, updates, and training
8. Fees and Payment Terms: Pricing structure, payment terms, and financial obligations
9. Intellectual Property Rights: Protection of IP rights, usage of trademarks, and handling of infringement
10. Confidentiality: Protection of confidential information and trade secrets
11. Term and Termination: Duration of agreement, renewal terms, and termination provisions
12. Post-Termination: Obligations and rights after agreement termination
13. General Provisions: Standard legal clauses including governing law, dispute resolution, and notices
1. Performance Targets: Specific sales targets and performance metrics, used when the licensor wants to ensure minimum sales levels
2. Marketing Requirements: Detailed marketing obligations and brand guidelines, relevant for agreements with significant marketing components
3. Technical Support Level: Detailed support obligations, necessary when reseller provides first-line support
4. Data Protection: POPIA compliance requirements, essential when personal data processing is involved
5. Source Code Escrow: Source code protection provisions, relevant for enterprise-level software
6. Export Control: Export restrictions and compliance, necessary for international distribution
7. White Labeling Rights: Terms for rebranding the software, used in white-label arrangements
8. Training Requirements: Detailed training obligations, important for complex software products
1. Schedule 1: Software Description: Detailed description of the software, including features and specifications
2. Schedule 2: License Fees and Commission Structure: Detailed pricing, commission rates, and payment terms
3. Schedule 3: Service Level Agreement: Technical support and maintenance service levels
4. Schedule 4: Territory Definition: Detailed description of geographical or sector-based territory limitations
5. Schedule 5: End User License Agreement: Standard EULA to be used with end customers
6. Schedule 6: Marketing Guidelines: Brand usage rules and marketing requirements
7. Schedule 7: Technical Requirements: Minimum technical specifications and implementation requirements
8. Appendix A: Reporting Templates: Standard forms for sales reporting and performance tracking
Authors
Affiliate
Authorized Users
Business Day
Confidential Information
Documentation
Effective Date
End User
End User License Agreement (EULA)
Intellectual Property Rights
License
License Fees
Licensed Software
Maintenance Services
Marketing Materials
Minimum Performance Requirements
Net Sales
Personal Information
Purchase Order
Resale Price
Reseller
Reseller Territory
Revenue Share
Software
Software Updates
Source Code
Specifications
Support Services
Technical Requirements
Term
Territory
Third Party Software
Trade Marks
Updates
Upgrades
VAT
Version
White Label Rights
Working Hours
Appointment of Reseller
Territory Rights
Term and Duration
Termination
Intellectual Property
Confidentiality
Payment Terms
Performance Requirements
Marketing and Promotion
Technical Support
Training
Warranties
Liability Limitation
Indemnification
Non-Competition
Data Protection
Force Majeure
Assignment
Governing Law
Dispute Resolution
Notices
Amendment
Entire Agreement
Severability
Compliance
Audit Rights
Insurance
Sub-Licensing
Service Levels
Reporting Requirements
Quality Control
Export Control
Anti-Corruption
Brand Protection
Consumer Protection
Information Technology
Software Development
E-commerce
Telecommunications
Financial Services
Healthcare
Retail
Manufacturing
Professional Services
Education
Government and Public Sector
Media and Entertainment
Legal
Sales
Business Development
Partner Relations
Commercial Operations
Compliance
Finance
Information Technology
Software Distribution
Channel Marketing
Partner Success
Chief Technology Officer
Software Licensing Manager
Channel Sales Director
Legal Counsel
Commercial Director
Business Development Manager
Partner Relations Manager
Sales Operations Manager
Compliance Officer
Contract Manager
Software Distribution Manager
Channel Marketing Manager
Partner Success Manager
Chief Financial Officer
Software Rights Administrator
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