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Reseller Software Licence

Reseller Software Licence Template for England and Wales

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Key Requirements PROMPT example:

Reseller Software Licence

"I need a Reseller Software Licence agreement for my new AI analytics software that will be distributed across Europe by multiple resellers, with specific provisions for data protection and a minimum annual sales commitment of £500,000."

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Document background
The Reseller Software Licence is designed for situations where a software owner wishes to expand their distribution network through authorized resellers. This agreement, governed by English and Welsh law, establishes the commercial and legal framework for software distribution, including licensing terms, territorial rights, pricing structures, and intellectual property protections. It's particularly relevant in today's digital marketplace where software companies increasingly rely on partner networks for market expansion and revenue growth.
Suggested Sections

1. Parties: Identifies the contracting parties including the software owner/licensor and the appointed reseller

2. Background: Context of the agreement, including the software ownership and intention to appoint reseller

3. Definitions: Defines key terms including Software, Territory, Intellectual Property Rights, End Users

4. Grant of Rights: Specifies the licence terms, territory, and reseller appointment terms

5. Reseller Obligations: Key responsibilities including sales targets, reporting, and compliance

6. Licensor Obligations: Support, updates, and maintenance commitments

7. Payment Terms: Pricing, payment schedule, and commission structure

8. Intellectual Property Rights: IP ownership, protection measures, and infringement procedures

9. Confidentiality: Protection of confidential information and trade secrets

10. Term and Termination: Duration, renewal, and termination provisions

11. Liability and Indemnities: Limitation of liability and indemnification obligations

12. General Provisions: Standard boilerplate clauses including governing law and jurisdiction

Optional Sections

1. Marketing Requirements: Specific marketing obligations and brand guidelines when marketing commitments are required

2. Service Level Agreement: Detailed support and maintenance terms when reseller provides technical support

3. White Labelling Provisions: Terms for rebranding when reseller is permitted to rebrand the software

4. Data Protection: GDPR and data protection compliance when personal data processing is involved

5. Training and Certification: Requirements for staff training when specific expertise is needed

6. Minimum Purchase Commitments: Minimum revenue or unit requirements when specific targets are needed

Suggested Schedules

1. Software Description: Detailed technical specifications and functionality of the licensed software

2. Price List: Comprehensive pricing structure, discounts, and commission rates

3. Service Levels: Support and maintenance specifications including response times

4. Territory Definition: Detailed description of authorized sales territory and any exclusions

5. End User Licence Agreement: Standard EULA to be used with end customers

6. Marketing Guidelines: Brand guidelines and approved marketing materials

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈË°æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions
























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Industries

Copyright, Designs and Patents Act 1988: Core legislation protecting software as literary work, defining rights of copyright holders, and establishing licensing provisions. Critical for software licensing terms.

Consumer Rights Act 2015: Relevant when B2C reselling is involved, covering quality requirements, fitness for purpose, and consumer protection provisions in software sales.

Data Protection Act 2018 and UK GDPR: Governs data processing requirements, cross-border data transfers, and privacy/security obligations in software distribution.

Computer Misuse Act 1990: Addresses unauthorized access provisions and software security considerations that need to be reflected in licensing terms.

Contract Law Framework: Includes Unfair Contract Terms Act 1977, Misrepresentation Act 1967, and Late Payment of Commercial Debts Act 1998, forming the basis of contractual relationships.

Competition Law: Competition Act 1998 and Enterprise Act 2002 governing restrictions on anti-competitive practices in software distribution.

Electronic Commerce Regulations 2002: Covers online selling provisions and electronic contracting requirements for software distribution.

Export Control Order 2008: Regulates software export restrictions and international trade compliance requirements.

Consumer Contracts Regulations 2013: Applies to B2C transactions, covering distance selling provisions and cancellation rights in software sales.

Supply of Goods and Services Act 1982: Establishes quality of service provisions and implied terms relevant to software licensing and distribution.

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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