Software License Reseller Agreement

Software License Reseller Agreement Template for United States

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Key Requirements PROMPT example:

"I need a Software License Reseller Agreement for my enterprise-level data analytics software, allowing resellers to distribute in the APAC region with a minimum annual sales target of $500,000 and first-line support obligations."

Document background

The Software License Reseller Agreement is essential when a software company wants to expand its distribution network through authorized resellers. This contract type is commonly used in the United States software industry to establish clear parameters for the resale relationship, including territorial rights, pricing structures, and performance expectations. It addresses critical aspects such as intellectual property protection, liability limitations, and compliance with relevant U.S. regulations. The agreement is particularly important for software companies looking to scale their sales operations without direct investment in sales infrastructure.

Suggested Sections

1. Parties: Identification of the software owner/licensor and the appointed reseller

2. Background: Context of the agreement and brief description of the software product

3. Definitions: Key terms used throughout the agreement including Software, Territory, End Users, etc.

4. Grant of Rights: Scope of reseller rights, territory limitations, and restrictions

5. Obligations of Reseller: Core responsibilities including marketing, sales targets, and compliance

6. Pricing and Payment Terms: Commission structure, payment schedules, and financial obligations

7. Intellectual Property Rights: Ownership declarations and IP protection obligations

8. Term and Termination: Duration, renewal terms, and termination conditions

Optional Sections

1. Marketing Requirements: Specific marketing obligations and brand guidelines when enhanced control over marketing activities is needed

2. Training Requirements: Reseller training obligations and certification requirements for complex software products

3. Performance Metrics: Specific sales targets and performance evaluation criteria for performance-based agreements

4. Support Services: Technical support obligations and service level agreements for reseller-provided support

Suggested Schedules

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

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

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

4. Schedule D - Service Level Agreement: Support and maintenance requirements and metrics

5. Schedule E - Marketing Guidelines: Brand usage rules and marketing requirements

6. Schedule F - End User License Agreement: Standard EULA to be used with end customers

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok��˰� | 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

Agreement

Confidential Information

Effective Date

Intellectual Property Rights

Term
Territory

Clauses

Relevant Industries

Software and Technology
IT Services
Value-Added Resellers
System Integrators

Relevant Teams

Legal
Sales
Business Development
Finance
Operations

Relevant Roles

Chief Technology Officer
Sales Director
Channel Manager
Legal Counsel
Business Development Manager

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Software License Reseller Agreement Template for United States

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