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Exclusive Software Reseller Agreement
"I need an Exclusive Software Reseller Agreement for my cybersecurity software company to appoint a sole distributor in Western Australia, with specific provisions for government sector sales and quarterly performance targets starting March 2025."
1. Parties: Identification and details of the software owner/licensor and the appointed exclusive reseller
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 Territory: Terms of exclusive appointment and defined territorial scope
5. Term and Renewal: Duration of the agreement and renewal provisions
6. Reseller Rights and Obligations: Core responsibilities and rights of the reseller
7. Software Owner Rights and Obligations: Core responsibilities and rights of the software owner
8. Pricing and Payment Terms: Pricing structure, payment terms, and financial arrangements
9. Intellectual Property Rights: Protection and ownership of IP, licensing terms
10. Marketing and Promotion: Requirements for marketing the software and brand usage
11. Support and Training: Technical support and training provisions
12. Confidentiality: Protection of confidential information
13. Warranties and Indemnities: Warranties provided by both parties and indemnification provisions
14. Termination: Grounds for termination and termination process
15. Post-Termination Obligations: Obligations and rights after agreement ends
16. General Provisions: Standard boilerplate clauses including governing law, notices, etc.
1. Performance Targets: Specific sales targets and consequences of not meeting them - include when performance monitoring is crucial
2. Sub-Reseller Rights: Rights and conditions for appointing sub-resellers - include when sub-reselling is permitted
3. Data Protection: Specific data handling and privacy obligations - include when personal data processing is involved
4. Insurance Requirements: Specific insurance coverage requirements - include for high-value or high-risk software
5. Source Code Escrow: Source code protection and access provisions - include for business-critical software
6. Customization Rights: Rights to modify or customize the software - include when reseller needs modification rights
7. Export Control: Export compliance requirements - include for international distribution
8. Change Control: Process for managing changes to the software - include for complex software systems
1. Schedule 1 - Software Description: Detailed description of the software, including versions, features, and specifications
2. Schedule 2 - Territory Definition: Detailed description of the exclusive territory, including any excluded areas or customers
3. Schedule 3 - Pricing Schedule: Detailed pricing structure, including reseller discounts and end-user pricing guidelines
4. Schedule 4 - Service Level Agreement: Technical support and maintenance service levels
5. Schedule 5 - Marketing Guidelines: Detailed marketing requirements and brand usage guidelines
6. Schedule 6 - Commission Structure: Detailed commission calculations and payment terms
7. Appendix A - Technical Requirements: Minimum technical requirements for reselling the software
8. Appendix B - Training Requirements: Required training programs and certification requirements
Authors
Information Technology
Software Development
Technology Distribution
Cloud Services
Enterprise Software
Digital Solutions
Systems Integration
Technology Consulting
E-commerce
Telecommunications
Financial Technology
Healthcare Technology
Educational Technology
Legal
Sales
Business Development
Channel Partnerships
Commercial Operations
Software Distribution
Compliance
Partner Relations
Contract Administration
Product Management
Technical Support
Marketing
Chief Executive Officer
Commercial Director
Sales Director
Channel Manager
Business Development Manager
Software Distribution Manager
Legal Counsel
Contracts Manager
Partner Relations Manager
Chief Technology Officer
Software Licensing Manager
Regional Sales Manager
Channel Partnership Director
Compliance Officer
Territory Manager
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