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Reseller Agreement

This Reseller Agreement ("Agreement") is made and entered into as of [Date] by and between [Software Company Name], a [State] [Type of Entity], with its principal place of business at [Software Company Address] ("Software Company"), and [Reseller Name], a [State] [Type of Entity], with its principal place of business at [Reseller Address] ("Reseller").

1. Introduction

1.1. Software Company is engaged in the business of developing, marketing, and selling software products and services ("Software").

1.2. Reseller desires to resell Software to its customers ("Customers") in accordance with the terms and conditions of this Agreement.

2. Grant of Reseller Rights

2.1. Software Company hereby grants to Reseller a non-exclusive, non-transferable right to resell Software to Customers in the Territory.

2.2. The Territory shall be [Territory].

2.3. Reseller shall not resell Software outside of the Territory without the prior written consent of Software Company.

3. Reseller Obligations

3.1. Reseller shall use commercially reasonable efforts to promote and sell Software to Customers in the Territory.

3.2. Reseller shall comply with all applicable laws and regulations in connection with its resale of Software.

3.3. Reseller shall not make any representations or warranties regarding Software that are not expressly authorized by Software Company.

3.4. Reseller shall not modify, reverse engineer, decompile, or disassemble Software.

3.5. Reseller shall not use Software for any purpose other than the resale of Software to Customers.

3.6. Reseller shall not disclose any confidential information of Software Company to any third party without the prior written consent of Software Company.

3.7. Reseller shall provide Software Company with all information and documentation reasonably requested by Software Company in connection with the resale of Software.

3.8. Reseller shall cooperate with Software Company in any investigation or legal action relating to the resale of Software.

4. Software Company Obligations

4.1. Software Company shall provide Reseller with the necessary training and support to enable Reseller to effectively resell Software to Customers.

4.2. Software Company shall provide Reseller with the necessary marketing materials to promote and sell Software to Customers.

4.3. Software Company shall provide Reseller with the necessary technical support to assist Reseller in resolving any technical issues that may arise in connection with the resale of Software.

5. Pricing and Payment

5.1. The price of Software shall be as set forth in the Software Company's price list, which may be amended from time to time by Software Company upon written notice to Reseller.

5.2. Reseller shall pay Software Company for all Software purchased by Reseller within [Number] days of the invoice date.

5.3. All payments shall be made in [Currency] by [Payment Method].

6. Termination

6.1. This Agreement may be terminated by either party upon [Number] days' written notice to the other party.

6.2. This Agreement may be terminated by Software Company immediately upon written notice to Reseller if Reseller:

Breaches any of the terms and conditions of this Agreement and fails to cure such breach within [Number] days after written notice from Software Company;
Becomes insolvent or bankrupt;
Cease to conduct business in the ordinary course of business;
Makes an assignment for the benefit of creditors;
Has a receiver appointed for its assets; or
Is subject to any other event that materially affects its ability to perform its obligations under this Agreement.

6.3. Upon termination of this Agreement, Reseller shall immediately cease all resale of Software and shall return to Software Company all Software in its possession.

6.4. Termination of this Agreement shall not relieve Reseller of any liability for any breach of this Agreement that occurred prior to the termination date.

7. Warranties and Disclaimers

7.1. Software Company warrants that Software will be free from defects in materials and workmanship for a period of [Number] days from the date of purchase.

7.2. Software Company's sole liability and Reseller's exclusive remedy for any breach of this warranty shall be, at Software Company's option, to repair or replace Software that is defective.

7.3. SOFTWARE IS PROVIDED "AS IS" AND SOFTWARE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

7.4. SOFTWARE COMPANY DOES NOT WARRANT THAT SOFTWARE WILL MEET RESELLER'S REQUIREMENTS, THAT SOFTWARE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR THAT DEFECTS IN SOFTWARE WILL BE CORRECTED.

7.5. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SOFTWARE COMPANY OR ITS REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY.

8. Limitation of Liability

8.1. IN NO EVENT SHALL SOFTWARE COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF SOFTWARE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.2. SOFTWARE COMPANY'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT PAID BY RESELLER TO SOFTWARE COMPANY FOR SOFTWARE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE CAUSE OF ACTION AROSE.

9. Indemnification

9.1. Reseller shall indemnify and hold harmless Software Company from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

Reseller's breach of this Agreement;
Reseller's negligence or willful misconduct;
Reseller's infringement of any intellectual property rights of any third party; or
Reseller's violation of any applicable law or regulation.

10. Confidentiality

10.1. Each party agrees to hold confidential all information disclosed by the other party in connection with this Agreement, including but not limited to:

Software;
Software Company's business plans, marketing strategies, and financial information;
Reseller's customer lists and sales data; and
Any other information that is designated as confidential by the disclosing party.

10.2. Each party agrees to use such confidential information only for the purposes of performing its obligations under this Agreement.

10.3. Each party agrees to take reasonable precautions to protect the confidentiality of the other party's confidential information.

11. Governing Law and Dispute Resolution

11.1. This Agreement shall be governed by and construed in accordance with the laws of the State of [State].

11.2. Any dispute arising out of or relating to this Agreement shall be settled by binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall be held in [City, State]. The decision of the arbitrator shall be final and binding on the parties.

12. Notices

12.1. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified or registered mail, return receipt requested, or sent by overnight courier service, addressed as follows:

If to Software Company:

[Software Company Name] [Software Company Address]

If to Reseller:

[Reseller Name] [Reseller Address]

12.2. Either party may change its address for purposes of this Agreement by giving written notice to the other party in accordance with this Section.

13. Entire Agreement

13.1. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.

14. Severability

14.1. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.

15. Waiver

15.1. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any other or subsequent breach.

16. Assignment

16.1. This Agreement may not be assigned by either party without the prior written consent of the other party.

17. Counterparts

17.1. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

[Software Company Name]

By: [Name]

Title: [Title]

[Reseller Name]