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Software License Reseller Agreement
"I need a Software License Reseller Agreement for our Australian cloud-based accounting software, where we'll appoint an exclusive reseller for the Asia-Pacific region with a minimum annual sales commitment of $500,000 and a 30% commission structure."
1. Parties: Identification of the software owner/licensor and the appointed reseller
2. Background: Context of the agreement and general business relationship
3. Definitions: Key terms used throughout the agreement
4. Appointment and Scope: Terms of reseller appointment, territory, and exclusivity status
5. License Grant: Scope of license rights granted to reseller for redistribution
6. Intellectual Property Rights: Protection of IP rights and usage restrictions
7. Reseller Obligations: Core responsibilities of the reseller including sales targets and reporting
8. Licensor Obligations: Support, training, and other obligations of the software owner
9. Financial Terms: Pricing, payment terms, commissions, and revenue sharing
10. Compliance: Regulatory compliance, data protection, and security requirements
11. Term and Termination: Duration, renewal, and termination provisions
12. Warranties and Indemnities: Warranties provided and indemnification obligations
13. Limitation of Liability: Liability caps and exclusions
14. Confidentiality: Protection of confidential information
15. General Provisions: Standard boilerplate clauses including governing law, notices, and assignment
1. White-Labeling Rights: Terms for rebranding the software under reseller's brand
2. Marketing and Promotion: Specific marketing obligations and brand usage guidelines
3. Service Level Requirements: Specific performance metrics and service levels
4. End-User Support: Division of support responsibilities between licensor and reseller
5. Training Requirements: Detailed training obligations and certification requirements
6. Audit Rights: Rights to audit reseller's compliance and sales reporting
7. Insurance Requirements: Specific insurance coverage requirements
8. Source Code Escrow: Terms for source code escrow arrangements if applicable
1. Schedule 1 - Licensed Software: Detailed description of software products covered
2. Schedule 2 - Territory: Defined geographical or market territory for reseller
3. Schedule 3 - Pricing and Commission Structure: Detailed pricing terms and commission calculations
4. Schedule 4 - Service Level Agreement: Detailed service levels and support requirements
5. Schedule 5 - Technical Requirements: Technical specifications and integration requirements
6. Schedule 6 - Reporting Requirements: Templates and specifications for required reports
7. Schedule 7 - Marketing Guidelines: Brand usage and marketing requirements
8. Appendix A - End User License Agreement: Standard EULA to be used with end customers
Authors
Information Technology
Software Development
Technology Distribution
Cloud Services
Software as a Service (SaaS)
Value-Added Resellers
System Integration
IT Consulting
Digital Services
Enterprise Software
Legal
Sales
Business Development
Channel Management
Partner Relations
Commercial Operations
Compliance
Procurement
Executive Leadership
Contract Administration
Chief Executive Officer
Commercial Director
Sales Director
Channel Manager
Partner Manager
Legal Counsel
Contract Manager
Business Development Manager
Software Licensing Manager
Chief Technology Officer
Chief Operating Officer
Procurement Manager
Compliance Officer
Partner Account Executive
Distribution Manager
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