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Software License Reseller Agreement

Software License Reseller Agreement Template for Philippines

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Key Requirements PROMPT example:

Software License Reseller Agreement

"I need a Software License Reseller Agreement for my cybersecurity software company to appoint an exclusive distributor in the Philippines, with rights to appoint sub-distributors and including white-labeling provisions."

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Document background
The Software License Reseller Agreement is essential for software companies expanding their distribution network in the Philippines. This document is typically used when a software owner wants to authorize third parties to resell their software products while maintaining control over distribution channels and brand integrity. It's particularly important in the Philippine context due to specific requirements under the Electronic Commerce Act (RA 8792) and Data Privacy Act (RA 10173). The agreement should be structured to comply with local regulations while protecting the software owner's intellectual property rights and establishing clear operational guidelines for resellers. It's commonly used for both international software companies entering the Philippine market and local software developers expanding their distribution networks.
Suggested Sections

1. Parties: Identification of the Software Owner/Licensor and the Reseller, including complete legal names and addresses

2. Background: Context of the agreement, brief description of the software, and the parties' intentions

3. Definitions: Detailed definitions of key terms used throughout the agreement

4. Appointment and Territory: Scope of reseller appointment and defined territorial limitations

5. License Grant: Specific rights granted to reseller for marketing, distributing, and selling the software

6. Reseller Obligations: Core responsibilities including marketing, sales targets, customer support, and reporting

7. Licensor Obligations: Software owner's commitments regarding support, updates, and training

8. Financial Terms: Pricing structure, payment terms, commissions, and reporting requirements

9. Intellectual Property Rights: Protection of IP rights, usage of trademarks, and licensing terms

10. Confidentiality: Protection of confidential information and trade secrets

11. Term and Termination: Duration of agreement, renewal terms, and termination conditions

12. General Provisions: Standard legal clauses including governing law, dispute resolution, and notices

Optional Sections

1. Minimum Purchase Requirements: Include when there are specific sales targets or minimum order quantities

2. White Labeling Rights: Include when reseller has rights to rebrand the software

3. Data Privacy Compliance: Detailed section when software involves significant data collection or processing

4. Export Control: Include when software may be subject to international distribution

5. Source Code Escrow: Include when providing source code access or escrow arrangements

6. Professional Services: Include when reseller will provide additional implementation or customization services

7. Service Level Requirements: Include when specific performance metrics or support levels are required

Suggested Schedules

1. Schedule A - Software Description: Detailed description of the licensed software and its features

2. Schedule B - Territory Definition: Detailed description of authorized sales territory and any exclusions

3. Schedule C - Price List: Current pricing structure, discounts, and commission rates

4. Schedule D - Service Level Agreement: Support and maintenance terms and service levels

5. Schedule E - Marketing Guidelines: Guidelines for software marketing and brand usage

6. Appendix 1 - Technical Requirements: Technical specifications and deployment requirements

7. Appendix 2 - Report Templates: Standard formats for required sales and performance reports

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

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

































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Relevant Industries

Information Technology

Software Development

Technology Distribution

E-commerce

Digital Services

Cloud Computing

Systems Integration

IT Consulting

Technology Manufacturing

Telecommunications

Relevant Teams

Legal

Sales

Business Development

Partner Relations

Compliance

Commercial Operations

Channel Management

Software Distribution

Contracts Administration

Intellectual Property

Relevant Roles

Chief Technology Officer

Sales Director

Channel Partner Manager

Legal Counsel

Business Development Manager

Software Licensing Manager

Commercial Director

Compliance Officer

Partner Relations Manager

Distribution Manager

Regional Sales Manager

Contract Administrator

IP Rights Manager

Partner Program Manager

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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