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Software License Reseller Agreement Template for Nigeria

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Key Requirements PROMPT example:

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."

Document background
The Software License Reseller Agreement is essential for businesses seeking to establish software distribution channels in Nigeria. This document is typically used when a software owner wants to expand their market presence through authorized resellers while maintaining control over their intellectual property rights. It addresses key aspects of Nigerian business law, including compliance with the Companies and Allied Matters Act 2020, Copyright Act, and Nigeria Data Protection Regulation 2019. The agreement covers critical elements such as appointment terms, territory rights, pricing structures, support obligations, and regulatory compliance. It's particularly important in the Nigerian context where software distribution often requires local partnership and understanding of market-specific requirements. The document provides comprehensive protection for both parties while facilitating efficient software distribution in compliance with Nigerian legal requirements.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

Alex Denne

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

Relevant legal definitions






































Clauses




































Relevant Industries

Information Technology

Software Development

Technology Distribution

Enterprise Solutions

Cloud Services

Digital Services

E-commerce

Telecommunications

Financial Technology

Healthcare Technology

Educational Technology

Relevant Teams

Legal

Sales

Business Development

Compliance

Partner Relations

Commercial

Technical Support

Software Licensing

Contract Administration

Information Technology

Relevant Roles

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

Industries









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, 聽Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination, 聽Severance Pay, Governing Law, Entire Agreemen

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