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1. Parties: Identification 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: Definitions of key terms used throughout the agreement
4. Appointment and Territory: Terms of reseller appointment and defined geographic or market territory
5. License Grant: Scope of license granted to reseller, including rights to market and distribute
6. Reseller Obligations: Core responsibilities of the reseller including marketing, sales, and customer support
7. Licensor Obligations: Core responsibilities of the licensor including support, updates, and training
8. Commercial Terms: Pricing, payment terms, commissions, and financial arrangements
9. Intellectual Property Rights: Protection and ownership of IP rights, usage of trademarks
10. Confidentiality: Protection of confidential information and trade secrets
11. Term and Termination: Duration of agreement and termination provisions
12. Post-Termination: Rights and obligations after agreement termination
13. General Provisions: Standard legal provisions including notices, amendments, governing law
1. Minimum Purchase Requirements: Used when implementing minimum sales quotas or purchase commitments
2. White Labeling Rights: Include when reseller has rights to rebrand the software
3. Marketing Development Funds: When licensor provides marketing support funds
4. Sub-Reseller Rights: Include when reseller can appoint sub-resellers
5. Source Code Escrow: For arrangements including source code protection
6. Professional Services: When reseller can provide additional professional services
7. Data Protection: Detailed section when significant personal data processing is involved
8. Service Level Agreement: When specific performance levels are guaranteed
1. Schedule 1 - Software Description: Detailed description of licensed software and features
2. Schedule 2 - Territory Definition: Detailed description of authorized sales territory
3. Schedule 3 - Price List: Current pricing structure and reseller discounts
4. Schedule 4 - Service Level Requirements: Technical support and service level specifications
5. Schedule 5 - Trademark Usage Guidelines: Rules for using licensor's trademarks and branding
6. Schedule 6 - Reporting Templates: Required formats for sales and activity reporting
7. Appendix A - Technical Requirements: Technical specifications and requirements for software deployment
8. Appendix B - Support Procedures: Procedures for handling customer support and escalations
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