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Reseller Agreement for a Software Company
Table of Contents
Introduction
Definitions
Appointment of Reseller
Reseller Obligations
Company Obligations
License and Intellectual Property
Payment Terms
Confidentiality
Term and Termination
Warranties and Disclaimers
Limitation of Liability
Indemnification
Governing Law and Dispute Resolution
Miscellaneous Provisions
Signatures
1. Introduction
This Reseller Agreement ("Agreement") is made and entered into as of [Effective Date], by and between [Software Company Name], a company incorporated under the laws of [Country], with its principal place of business at [Company Address] ("Company"), and [Reseller Name], a company incorporated under the laws of [Country], with its principal place of business at [Reseller Address] ("Reseller").
2. Definitions
"Software": Refers to the software products developed and owned by the Company, including any updates, upgrades, and enhancements.
"End User": Refers to the final consumer who purchases the Software from the Reseller.
"Territory": Refers to the geographical area where the Reseller is authorized to market and sell the Software.
"Confidential Information": Refers to any non-public information disclosed by one party to the other, either directly or indirectly, in writing, orally, or by inspection of tangible objects.
3. Appointment of Reseller
3.1 Appointment: The Company hereby appoints the Reseller as its non-exclusive reseller to market, promote, and sell the Software within the Territory, and the Reseller accepts such appointment.
3.2 Territory: The Reseller is authorized to sell the Software within the following geographical area: [Specify Territory].
4. Reseller Obligations
4.1 Marketing and Promotion: The Reseller shall use its best efforts to market, promote, and sell the Software within the Territory.
4.2 Compliance with Laws: The Reseller shall comply with all applicable laws and regulations in the performance of its obligations under this Agreement.
4.3 Customer Support: The Reseller shall provide first-level customer support to End Users and shall promptly refer any technical issues to the Company.
4.4 Reporting: The Reseller shall provide the Company with regular reports on sales activities, market conditions, and customer feedback.
5. Company Obligations
5.1 Provision of Software: The Company shall provide the Reseller with the Software and any necessary documentation for marketing and sales purposes.
5.2 Training and Support: The Company shall provide the Reseller with training and support to enable the Reseller to effectively market and sell the Software.
5.3 Marketing Materials: The Company shall provide the Reseller with marketing materials, including brochures, product descriptions, and promotional content.
6. License and Intellectual Property
6.1 License Grant: The Company grants the Reseller a non-exclusive, non-transferable license to market, promote, and sell the Software within the Territory.
6.2 Intellectual Property Rights: The Company retains all rights, title, and interest in and to the Software, including all intellectual property rights. The Reseller shall not acquire any rights in the Software except as expressly provided in this Agreement.
7. Payment Terms
7.1 Pricing: The Reseller shall purchase the Software from the Company at the prices set forth in [Exhibit A] attached hereto.
7.2 Payment: The Reseller shall pay the Company within [Number] days of receipt of an invoice. All payments shall be made in [Currency].
7.3 Taxes: The Reseller shall be responsible for all taxes, duties, and other governmental charges arising from the sale of the Software.
8. Confidentiality
8.1 Confidentiality Obligations: Each party agrees to keep confidential and not disclose to any third party any Confidential Information received from the other party.
8.2 Exceptions: Confidential Information does not include information that is (a) publicly available, (b) already known to the receiving party, (c) independently developed by the receiving party, or (d) rightfully obtained from a third party.
9. Term and Termination
9.1 Term: This Agreement shall commence on the Effective Date and continue for a period of [Number] years, unless terminated earlier in accordance with this Agreement.
9.2 Termination for Cause: Either party may terminate this Agreement for cause if the other party breaches any material term of this Agreement and fails to cure such breach within [Number] days of receiving written notice.
9.3 Effect of Termination: Upon termination, the Reseller shall cease all marketing and sales activities related to the Software and return any Confidential Information to the Company.
10. Warranties and Disclaimers
10.1 Company Warranties: The Company warrants that the Software will perform substantially in accordance with the documentation provided.
10.2 Disclaimer of Warranties: Except as expressly provided in this Agreement, the Software is provided "as is" without warranty of any kind, either express or implied.
11. Limitation of Liability
11.1 Limitation of Liability: In no event shall either party be liable for any indirect, incidental, special, or consequential damages arising out of or in connection with this Agreement.
11.2 Maximum Liability: The maximum liability of either party under this Agreement shall not exceed the total amount paid by the Reseller to the Company under this Agreement.
12. Indemnification
12.1 Indemnification by Reseller: The Reseller shall indemnify and hold the Company harmless from any claims, damages, or expenses arising out of the Reseller's breach of this Agreement or its marketing and sales activities.
12.2 Indemnification by Company: The Company shall indemnify and hold the Reseller harmless from any claims, damages, or expenses arising out of the Company's breach of this Agreement or its provision of the Software.
13. Governing Law and Dispute Resolution
13.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of [Country].
13.2 Dispute Resolution: Any disputes arising out of or in connection with this Agreement shall be resolved through [Specify Dispute Resolution Mechanism, e.g., arbitration, mediation, etc.].
14. Miscellaneous Provisions
14.1 Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings.
14.2 Amendments: Any amendments to this Agreement must be in writing and signed by both parties.
14.3 Assignment: Neither party may assign this Agreement without the prior written consent of the other party.
14.4 Notices: All notices under this Agreement shall be in writing and sent to the addresses specified above.
15. Signatures
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.
[Software Company Name]
By: ___________________________
Name: _________________________
Title: __________________________
Date: __________________________
[Reseller Name]
By: ___________________________
Name: _________________________
Title: __________________________
Date: __________________________
TLDR
This document is a comprehensive Reseller Agreement for a software company, detailing the terms and conditions under which a reseller is authorized to market, promote, and sell the company's software products. It includes sections on obligations, payment terms, confidentiality, and dispute resolution, among others.
Conclusion
A well-drafted Reseller Agreement is crucial for defining the relationship between a software company and its resellers. It ensures that both parties understand their rights and obligations, thereby minimizing potential disputes and fostering a successful business partnership.
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Answered by mwakili.com