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Software License Reseller Agreement
"I need a Software License Reseller Agreement for our UK-based software company appointing an exclusive Nigerian reseller for a 3-year term starting January 2025, with specific provisions for data protection compliance and local technical support requirements."
1. Parties: Identification of the software owner/licensor and the appointed reseller, including full legal names and registered addresses
2. Background: Context of the agreement, brief description of the software, and purpose of the reseller arrangement
3. Definitions: Detailed definitions of key terms used throughout the agreement, including technical terms, commercial terms, and Nigerian law-specific terminology
4. Appointment and Territory: Terms of reseller appointment, whether exclusive or non-exclusive, and defined territory for operations within Nigeria
5. License Grant: Scope of rights granted to reseller, including rights to market, distribute, and sublicense the software
6. Reseller Obligations: Core responsibilities including marketing, sales targets, customer support, and compliance with Nigerian regulations
7. Software Owner Obligations: Responsibilities including software delivery, updates, technical support, and training
8. Financial Terms: Pricing structure, payment terms, currency, taxes (including VAT), and revenue sharing model
9. Intellectual Property Rights: Protection of IP rights, licensing terms, and compliance with Nigerian Copyright Act
10. Confidentiality: Protection of confidential information and trade secrets
11. Data Protection: Compliance with NDPR 2019 and data handling requirements
12. Term and Termination: Duration of agreement, renewal terms, and termination conditions
13. Post-Termination: Obligations and rights after agreement termination
14. General Provisions: Standard clauses including notices, assignment, force majeure, and governing law
1. Marketing and Promotion: Detailed marketing requirements and branding guidelines, used when specific promotional activities are required
2. Training Requirements: Specific training obligations for reseller staff, included when complex software requires detailed product knowledge
3. Performance Targets: Specific sales targets and performance metrics, used in performance-based agreements
4. Technical Support Level: Detailed support requirements and service levels, included when reseller provides technical support
5. White Labeling Rights: Terms for rebranding software, included when white labeling is permitted
6. Source Code Escrow: Terms for source code protection, used for critical enterprise software
7. Anti-Corruption Compliance: Detailed anti-corruption procedures, included for high-value contracts
8. Insurance Requirements: Specific insurance obligations, included for high-risk or high-value agreements
1. Schedule 1 - Software Description: Detailed description of software products, versions, and technical specifications
2. Schedule 2 - License Fees and Payment Terms: Detailed pricing structure, commission rates, and payment procedures
3. Schedule 3 - Service Level Agreement: Technical support and maintenance service levels
4. Schedule 4 - Territory Definition: Detailed description of geographical territory and any excluded areas
5. Schedule 5 - Marketing Guidelines: Branding requirements and approved marketing materials
6. Schedule 6 - Technical Requirements: Minimum technical specifications and implementation requirements
7. Appendix A - End User License Agreement: Standard EULA for end customers
8. Appendix B - Data Processing Agreement: Terms for compliance with NDPR 2019 requirements
Authors
Information Technology
Software Development
Technology Distribution
Enterprise Solutions
Cloud Services
Digital Services
E-commerce
Telecommunications
Financial Technology
Healthcare Technology
Educational Technology
Legal
Sales
Business Development
Compliance
Partner Relations
Commercial
Technical Support
Software Licensing
Contract Administration
Information Technology
Chief Technology Officer
Commercial Director
Head of Sales
Legal Counsel
Compliance Officer
Business Development Manager
Channel Partner Manager
Software Licensing Manager
Sales Director
Chief Executive Officer
Contract Manager
Partner Relations Manager
Technical Account Manager
Chief Legal Officer
Head of Partnerships
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