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Software Reseller Agreement for Australia

Software Reseller Agreement Template for Australia

A comprehensive legal agreement governed by Australian law that establishes the terms and conditions under which a software provider grants rights to a reseller to market, distribute, and sell their software products. The agreement covers essential aspects including licensing terms, territory rights, pricing structures, support obligations, intellectual property protection, and compliance with Australian consumer and competition laws. It defines the commercial relationship between the parties, including revenue sharing, performance requirements, and termination conditions, while ensuring alignment with Australian legal requirements and industry standards.

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What is a Software Reseller Agreement?

The Software Reseller Agreement is a critical document used to establish and govern the commercial relationship between software providers and their authorized resellers in the Australian market. This agreement is essential when a software company wishes to expand its distribution channels through third-party resellers, VARs, or system integrators. It provides comprehensive coverage of all aspects of the reseller relationship, including licensing rights, territory definitions, pricing structures, support obligations, and compliance requirements under Australian law. The agreement ensures compliance with relevant Australian legislation, including the Competition and Consumer Act 2010, Privacy Act 1988, and Copyright Act 1968, while protecting both parties' interests and establishing clear operational guidelines. It is particularly important in the current digital economy where software distribution channels are increasingly complex and require clear legal frameworks.

What sections should be included in a Software Reseller Agreement?

1. Parties: Identifies and provides full legal details of the software provider and reseller

2. Background: Contextual information explaining the purpose of the agreement and the parties' intentions

3. Definitions: Defines key terms used throughout the agreement

4. Appointment and Territory: Establishes the reseller's appointment, whether exclusive or non-exclusive, and defines the geographic territory

5. License Grant: Specifies the rights granted to the reseller to market, distribute, and sell the software

6. Reseller Obligations: Details the reseller's responsibilities, including marketing, sales targets, and customer support

7. Provider Obligations: Outlines the software provider's commitments, including product updates, technical support, and training

8. Intellectual Property Rights: Protects the provider's IP and sets terms for the reseller's use of trademarks and marketing materials

9. Fees and Payment Terms: Specifies pricing, payment terms, commissions, and revenue sharing arrangements

10. Confidentiality: Protects confidential information exchanged between parties

11. Term and Termination: Specifies agreement duration and circumstances for termination

12. Post-Termination Obligations: Defines obligations and rights of parties after agreement termination

13. Warranties and Indemnities: Sets out warranties provided and indemnification obligations

14. Liability Limitations: Defines the extent and limitations of each party's liability

15. General Provisions: Standard legal clauses including governing law, dispute resolution, and entire agreement

What sections are optional to include in a Software Reseller Agreement?

1. Minimum Purchase Requirements: Used when the provider requires the reseller to maintain minimum purchase or sales levels

2. White Labeling Rights: Included when the reseller has rights to rebrand the software under their own name

3. Marketing Requirements: Detailed marketing obligations and standards, used for agreements with significant marketing components

4. Data Protection: Detailed data protection and privacy requirements, essential when dealing with personal data in relevant jurisdictions

5. Source Code Escrow: Included when source code escrow arrangements are part of the agreement

6. Professional Services: Used when the reseller will also provide implementation or consulting services

7. Training Requirements: Detailed training obligations when specific certification or training programs are required

8. Service Level Agreement: Included when specific performance metrics and support levels need to be maintained

What schedules should be included in a Software Reseller Agreement?

1. Schedule 1 - Software Products: Detailed list and description of software products covered by the agreement

2. Schedule 2 - Territory Definition: Detailed description of geographic territories and any exclusions

3. Schedule 3 - Pricing and Commission Structure: Detailed pricing information, discount levels, and commission calculations

4. Schedule 4 - Service Level Requirements: Technical support and maintenance service level specifications

5. Schedule 5 - Marketing Guidelines: Guidelines for use of trademarks, marketing materials, and brand requirements

6. Schedule 6 - Reporting Requirements: Templates and specifications for required sales and performance reports

7. Appendix A - Technical Requirements: Technical specifications and requirements for software implementation

8. Appendix B - Training Program: Details of required training programs and certification requirements

Authors

Alex Denne

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

Jurisdiction

Australia

Publisher

tiktok˰

Document Type

Agreement Contract

Cost

Free to use
Relevant legal definitions














































Clauses










































Relevant Industries

Information Technology

Software Development

Technology Distribution

Enterprise Software

Cloud Services

Telecommunications

Digital Services

E-commerce

Systems Integration

Managed Services

Technology Consulting

Relevant Teams

Legal

Commercial

Sales

Business Development

Partner Relations

Channel Management

Compliance

Operations

Software Licensing

Partner Marketing

Technical Support

Product Management

Relevant Roles

Chief Executive Officer

Commercial Director

Head of Partnerships

Channel Manager

Sales Director

Legal Counsel

Contract Manager

Business Development Manager

Partner Account Manager

Chief Technology Officer

Software Licensing Manager

Commercial Operations Manager

Distribution Manager

Alliance Manager

Compliance Officer

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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