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Exclusive Software Reseller Agreement Template for England and Wales

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Key Requirements PROMPT example:

Exclusive Software Reseller Agreement

"I need an Exclusive Software Reseller Agreement for my AI analytics software company to appoint a reseller in Germany, with exclusive rights starting from March 2025, including specific performance targets of £2M annual sales and mandatory quarterly training requirements."

Document background
The Exclusive Software Reseller Agreement is essential when a software company wishes to expand its market reach through an exclusive distribution partnership. This agreement, governed by English and Welsh law, defines the exclusive rights and obligations of both parties, including territory restrictions, pricing structures, and performance requirements. It's particularly important for ensuring compliance with UK competition law, data protection regulations, and intellectual property rights. The document typically includes detailed provisions for support services, marketing requirements, and commission structures, making it crucial for establishing clear commercial relationships in software distribution.
Suggested Sections

1. Parties: Identification and details of the software owner/licensor and the appointed reseller

2. Background: Context of the agreement, including brief description of the software and business relationship

3. Definitions: Key terms used throughout the agreement

4. Appointment and Territory: Terms of exclusive appointment and defined territorial scope

5. License Grant: Scope of rights granted to reseller

6. Obligations of the Reseller: Core responsibilities and performance requirements

7. Obligations of the Licensor: Support, updates, and maintenance commitments

8. Financial Terms: Pricing, payment terms, and commission structure

9. Intellectual Property Rights: Protection and ownership of IP

10. Term and Termination: Duration and termination provisions

11. Confidentiality: Protection of confidential information

12. Governing Law and Jurisdiction: Applicable law and dispute resolution

Optional Sections

1. Marketing and Promotion: Specific requirements and restrictions for marketing activities and brand promotion

2. Training: Requirements for reseller training and certification programs

3. Data Protection: GDPR and data protection obligations for handling personal data

4. Export Control: Compliance requirements for international distribution and export regulations

5. Insurance: Specific insurance coverage requirements and minimum coverage amounts

Suggested Schedules

1. Schedule 1: Software Description: Detailed description of software products covered under the agreement

2. Schedule 2: Territory Definition: Detailed description of geographical territory and any excluded regions

3. Schedule 3: Pricing and Commission Structure: Detailed pricing tiers and commission calculations

4. Schedule 4: Service Level Agreement: Support and maintenance service levels and response times

5. Schedule 5: Marketing Guidelines: Brand guidelines and marketing requirements for the reseller

6. Schedule 6: Technical Requirements: Technical specifications and minimum requirements for software resale

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































Clauses




































Industries

Sale of Goods Act 1979: Primary legislation governing the sale of physical goods, applicable to physical software components and media

Supply of Goods and Services Act 1982: Governs contracts for the supply of goods and services, relevant for software licensing and support services

Consumer Rights Act 2015: Protects consumer rights and applies if end-users could be consumers rather than businesses

Competition Act 1998: Regulates anti-competitive behavior and exclusive distribution arrangements in the UK market

Unfair Contract Terms Act 1977: Controls the use and enforceability of exclusion and limitation clauses in contracts

Data Protection Act 2018 and UK GDPR: Regulates the processing and handling of personal data in the UK post-Brexit

Copyright, Designs and Patents Act 1988: Protects intellectual property rights including software copyright and licensing

Trade Marks Act 1994: Governs the use and protection of trademarks, including software branding and licensing

Computer Programs (Legal Protection) Regulations 1992: Specific regulations for the protection of computer programs and software

Electronic Commerce (EC Directive) Regulations 2002: Regulates electronic commerce and online business transactions

Electronic Communications Act 2000: Provides legal framework for electronic communications and digital signatures

Export Control Act 2002: Controls the export of goods including software and technology

Trade Act 2021: Post-Brexit legislation governing international trade requirements and regulations

Technology Transfer Block Exemption Regulation: Provides exemptions for certain technology transfer agreements from competition law restrictions

Vertical Agreements Block Exemption Order: Exempts certain vertical agreements from competition law restrictions, relevant for distribution agreements

Consumer Protection from Unfair Trading Regulations 2008: Protects consumers from unfair commercial practices and misleading marketing

Consumer Contracts Regulations 2013: Regulates distance selling and off-premises contracts with consumers

Money Laundering Regulations 2017: Governs financial transactions and anti-money laundering requirements in business relationships

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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