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Exclusive Software Reseller Agreement Template for Australia

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Key Requirements PROMPT example:

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."

Document background
The Exclusive Software Reseller Agreement is essential for software companies seeking to establish controlled distribution channels in the Australian market. This agreement type is particularly relevant when a software owner wants to grant exclusive rights to a single reseller within specified territories, ensuring focused market penetration while maintaining brand consistency. The document comprehensively covers distribution rights, territorial exclusivity, pricing structures, support obligations, and compliance with Australian legal requirements, including the Competition and Consumer Act 2010 and relevant intellectual property laws. It's commonly used when launching new software products, expanding into new territories, or restructuring distribution networks, and includes specific provisions for performance targets, marketing requirements, and technical support obligations. The agreement ensures both parties understand their roles, responsibilities, and the exclusive nature of their business relationship within the Australian legal framework.
Suggested Sections

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.

Optional Sections

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

Suggested Schedules

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

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions




































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Relevant Industries

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

Relevant Teams

Legal

Sales

Business Development

Channel Partnerships

Commercial Operations

Software Distribution

Compliance

Partner Relations

Contract Administration

Product Management

Technical Support

Marketing

Relevant Roles

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

Industries








Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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