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Exclusive Software Reseller Agreement Template for Singapore

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Key Requirements PROMPT example:

Exclusive Software Reseller Agreement

"I need an Exclusive Software Reseller Agreement for my Singapore-based cybersecurity software company to appoint a reseller in Malaysia, with minimum annual sales targets of $500,000 and exclusive rights starting from March 2025."

Document background
The Exclusive Software Reseller Agreement is essential when a software company wishes to grant exclusive distribution rights to a reseller in a specific territory under Singapore law. It defines the scope of the exclusive relationship, including territory limitations, pricing structures, minimum purchase requirements, and performance standards. The agreement incorporates key Singapore legislative requirements, particularly around electronic transactions, data protection, and intellectual property rights. This document is crucial for establishing clear boundaries in the reseller relationship while ensuring compliance with Singapore's regulatory framework.
Suggested Sections

1. Parties: Identifies the software supplier and the reseller, including full legal names and registered addresses

2. Background: Establishes context, including supplier's ownership of software and desire to appoint reseller

3. Definitions: Defines key terms used throughout the agreement including 'Territory', 'Software', 'Intellectual Property Rights'

4. Appointment and Territory: Defines the exclusive appointment, geographical territory, and scope of rights granted

5. License Grant: Specifies the nature and scope of license granted to reseller

6. Obligations of Reseller: Details reseller's commitments, minimum purchase requirements, and performance standards

7. Pricing and Payment Terms: Specifies pricing structure, payment terms, and currency

8. Intellectual Property Rights: Protects supplier's IP and sets usage guidelines

9. Term and Termination: Defines agreement duration and termination conditions

Optional Sections

1. Marketing and Promotion: Details marketing requirements and restrictions when specific marketing obligations are required

2. Training and Support: Outlines training and support provisions when technical support or training is part of the arrangement

3. Source Code Escrow: Provisions for source code protection when reseller requires source code security

4. Data Protection: PDPA compliance provisions when personal data processing is involved

Suggested Schedules

1. Schedule 1 - Software Description: Detailed description of software products covered

2. Schedule 2 - Territory Definition: Detailed description of geographical territory

3. Schedule 3 - Price List: Current pricing structure and discounts

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

5. Schedule 5 - Performance Targets: Minimum sales targets and performance metrics

6. Schedule 6 - Marketing Guidelines: Brand usage and marketing requirements

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions






















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Industries

Electronic Transactions Act (ETA): Key legislation governing electronic transactions and digital signatures in Singapore, essential for software distribution agreements

Copyright Act: Protects intellectual property rights in software and related materials, crucial for reseller agreements

Computer Misuse Act: Addresses cybersecurity and unauthorized access to computer material, relevant for software distribution

Personal Data Protection Act (PDPA): Regulates the collection, use, and disclosure of personal data, important for customer data handling

Sale of Goods Act: Governs the sale and transfer of goods, including software licenses and related products

Competition Act: Ensures fair competition and regulates exclusive distribution arrangements

Unfair Contract Terms Act (UCTA): Regulates unfair terms in contracts and limits the extent to which liability can be excluded

Trade Marks Act: Protects trademarks and brand elements in software distribution

Patents Act: Protects technical innovations and patentable elements in software

Registered Designs Act: Protects the visual design elements of software interfaces

Consumer Protection (Fair Trading) Act: Ensures fair trading practices and consumer protection in software sales

Cybersecurity Act: Establishes framework for cybersecurity standards and critical information infrastructure

Goods and Services Tax Act: Governs taxation of software sales and related services in Singapore

Income Tax Act: Regulates taxation of income generated from software reselling activities

IMDA Guidelines: Regulatory guidelines from Infocomm Media Development Authority for software and technology businesses

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

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