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1. Parties: Identification of the software owner/supplier and the appointed reseller
2. Background: Context of the agreement, including brief description of the software and business relationship
3. Definitions: Defined terms including Software, Territory, Intellectual Property Rights, End Users, License Terms
4. Appointment and Territory: Scope of reseller appointment (exclusive/non-exclusive) and defined territory
5. License Grant: Terms of license granted to reseller, including rights to market, distribute and sublicense
6. Obligations of Software Owner: Support, updates, training, and other obligations of the software owner
7. Obligations of Reseller: Marketing, sales targets, reporting, and other reseller duties
8. Pricing and Payment Terms: Pricing structure, payment terms, currency, and invoicing procedures
9. Intellectual Property Rights: Protection of IP rights, ownership, and permitted usage
10. Data Protection and Privacy: GDPR compliance and data handling requirements
11. Confidentiality: Protection of confidential information and trade secrets
12. Term and Termination: Duration, renewal, and termination provisions
13. Post-Termination: Rights and obligations after agreement ends
14. General Provisions: Standard clauses including notices, assignment, force majeure, and governing law
1. Marketing and Promotion: Detailed marketing requirements and branding guidelines - include if reseller has specific marketing obligations
2. Service Level Agreement: Specific performance metrics and support levels - include if providing technical support is part of the arrangement
3. Training Requirements: Training obligations and certification requirements - include if reseller staff need specific training
4. Competition Restrictions: Non-compete and exclusivity provisions - include if there are territorial or product restrictions
5. Insurance Requirements: Specific insurance coverage requirements - include if dealing with high-value software or critical systems
6. Source Code Escrow: Source code escrow arrangements - include if reseller requires access to source code under certain conditions
7. Professional Services: Additional services beyond reselling - include if reseller will provide implementation or customization services
1. Schedule 1 - Software Description: Detailed description of software products covered by the agreement
2. Schedule 2 - License Terms: Standard end-user license agreement terms
3. Schedule 3 - Pricing Schedule: Detailed pricing structure, discounts, and commission rates
4. Schedule 4 - Service Level Agreement: Technical support and maintenance service levels
5. Schedule 5 - Territory Definition: Detailed description of authorized sales territory
6. Schedule 6 - Sales Targets: Minimum performance requirements and sales targets
7. Schedule 7 - Marketing Guidelines: Branding and marketing requirements
8. Appendix A - Technical Requirements: Minimum technical specifications and requirements
9. Appendix B - Reporting Templates: Standard forms for sales reporting and forecasting
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