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Software License Reseller Agreement
"I need a Software License Reseller Agreement for my Swiss-based cybersecurity software company, granting exclusive distribution rights in Germany and Austria to a value-added reseller, with a minimum annual revenue commitment of 2 million CHF and quarterly sales targets starting March 2025."
1. Parties: Identification of the licensor (software owner) and the reseller, including full legal names and addresses
2. Background: Context of the agreement, brief description of the software, and purpose of the reseller arrangement
3. Definitions: Defined terms including Software, Territory, End Users, License Fees, and other key terms used throughout the agreement
4. Appointment and Territory: Scope of reseller appointment, territorial limitations, and exclusivity/non-exclusivity provisions
5. License Grant: Scope of license to reseller and sublicensing rights to end users
6. Reseller Obligations: Core responsibilities including marketing, sales targets, reporting, and customer support
7. Licensor Obligations: Software delivery, updates, training, and support to reseller
8. Financial Terms: Pricing, payment terms, currency, taxes, and commission structure
9. Intellectual Property Rights: Ownership of IP, protection measures, and infringement procedures
10. Confidentiality: Protection of confidential information and trade secrets
11. Data Protection: Compliance with Swiss data protection laws and data handling requirements
12. Term and Termination: Duration, renewal, and termination provisions
13. Post-Termination: Rights and obligations after agreement termination
14. General Provisions: Standard clauses including notices, assignment, force majeure, and entire agreement
1. Minimum Purchase Commitments: Used when the licensor requires minimum sales volumes or revenue commitments
2. Marketing Requirements: Detailed marketing obligations and co-branding requirements, used for strategic partnerships
3. Service Level Agreement: Detailed support requirements and response times, used for complex software products
4. Audit Rights: Right to audit reseller's records and compliance, used for high-value agreements
5. Source Code Escrow: Provisions for source code escrow arrangements, used for business-critical software
6. Training and Certification: Required training and certification programs, used for technical software products
7. Competition Restrictions: Non-compete and exclusivity provisions, used when territorial protection is crucial
8. Insurance Requirements: Specific insurance coverage requirements, used for high-risk software applications
1. Schedule 1 - Software Description: Detailed description of the licensed software, including versions and features
2. Schedule 2 - License Fees and Commission Structure: Detailed pricing, discount levels, and commission calculations
3. Schedule 3 - Territory and Customer Segments: Detailed description of authorized territory and customer segments
4. Schedule 4 - Service Level Requirements: Technical support and maintenance service levels
5. Schedule 5 - End User License Agreement: Standard EULA to be used with end customers
6. Schedule 6 - Technical Requirements: Minimum technical specifications and implementation requirements
7. Appendix A - Reporting Templates: Standard forms for sales reporting and customer tracking
8. Appendix B - Marketing Guidelines: Brand guidelines and approved marketing materials
Authors
Information Technology
Software Development
Technology Distribution
Systems Integration
Cloud Services
Enterprise Software
Software as a Service (SaaS)
Telecommunications
Digital Services
E-commerce
Retail Technology
Financial Technology
Healthcare Technology
Industrial Software
Legal
Sales
Business Development
Partner Relations
Commercial Operations
Compliance
Product Management
Channel Sales
Revenue Operations
Partner Success
Technical Support
Contract Administration
Chief Technology Officer
Head of Sales
Legal Counsel
Commercial Director
Channel Manager
Partner Manager
Business Development Manager
Software Licensing Manager
Contracts Manager
Sales Operations Manager
Partner Development Director
Chief Revenue Officer
Head of Partnerships
Compliance Officer
Product Manager
Account Executive
Channel Sales Director
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