Exclusive Software Reseller Agreement Template for Canada

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Key Requirements PROMPT example:

Exclusive Software Reseller Agreement

"I need an Exclusive Software Reseller Agreement for my enterprise security software company based in Toronto, appointing a single distributor for all Canadian provinces east of Ontario, with the agreement to commence on March 1, 2025."

Document background
The Exclusive Software Reseller Agreement is a critical document for software companies expanding their distribution channels in the Canadian market. It is used when a software owner wishes to grant exclusive distribution rights to a single reseller within a specified territory, ensuring controlled market penetration while maintaining brand and product integrity. The agreement defines the complete commercial relationship, including exclusivity terms, performance expectations, and support requirements. This document is particularly important in the Canadian context as it must comply with federal and provincial regulations, including the Competition Act, Copyright Act, and relevant provincial sales and electronic commerce legislation. The agreement typically includes detailed schedules covering pricing, territory definitions, and service levels, making it suitable for both domestic and international software distribution arrangements within Canadian jurisdiction.
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 business relationship

3. Definitions: Defined terms used throughout the agreement

4. Appointment and Territory: Grant of exclusive reseller rights and definition of territorial scope

5. License Grant: Specific rights granted to reseller regarding the software

6. Exclusivity Terms: Details of exclusive rights, restrictions, and any exceptions

7. Reseller Obligations: Core responsibilities of the reseller including sales targets and marketing requirements

8. Licensor Obligations: Support, updates, and other obligations of the software owner

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

10. Intellectual Property Rights: Protection of IP rights and usage restrictions

11. Confidentiality: Protection of confidential information and trade secrets

12. Representations and Warranties: Standard warranties regarding the software and services

13. Term and Termination: Duration of agreement and termination provisions

14. Post-Termination: Obligations and rights after agreement ends

15. General Provisions: Standard boilerplate clauses including governing law, notices, and assignment

Optional Sections

1. Training and Support: Detailed provisions for training reseller's staff - include if technical training is required

2. Marketing Requirements: Specific marketing obligations and co-branding requirements - include if there are detailed marketing expectations

3. Service Level Agreement: Technical support levels and response times - include if specific service levels are promised

4. Audit Rights: Right to audit reseller's records and operations - include for high-value agreements

5. Insurance Requirements: Specific insurance coverage requirements - include if dealing with sensitive or high-value software

6. Data Protection: Specific data handling requirements - include if personal data is processed

7. Source Code Escrow: Source code escrow arrangements - include if reseller requires business continuity protection

8. Localization Rights: Rights to modify or translate software - include if selling in multiple languages/regions

Suggested Schedules

1. Schedule A - Software Description: Detailed description of the software products covered by the agreement

2. Schedule B - Territory Definition: Detailed description of the exclusive territory, including any excluded accounts or areas

3. Schedule C - Pricing and Commission Structure: Detailed pricing models, discount structures, and commission calculations

4. Schedule D - Performance Targets: Specific sales targets and performance metrics

5. Schedule E - Technical Requirements: Technical specifications and minimum requirements for reselling the software

6. Schedule F - Support Services: Detailed description of support services and service levels

7. Schedule G - Trademark Usage Guidelines: Guidelines for using licensor's trademarks and branding

8. Appendix 1 - Reporting Templates: Standard forms for sales reporting and commission calculations

Authors

Alex Denne

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

Relevant legal definitions
Clauses
Relevant Industries

Information Technology

Software Development

Technology Distribution

Enterprise Software

Cloud Computing

Digital Technologies

E-commerce

Telecommunications

Financial Technology

Healthcare Technology

Educational Technology

Manufacturing Software

Retail Technology

Professional Services

Business Solutions

Relevant Teams

Legal

Sales

Business Development

Channel Management

Commercial Operations

Partner Relations

Distribution

Product Management

Marketing

Finance

Compliance

Technology Partnerships

Software Licensing

Contract Administration

Relevant Roles

Chief Executive Officer

Chief Technology Officer

Sales Director

Channel Manager

Business Development Manager

Legal Counsel

Commercial Director

Software Licensing Manager

Partner Relations Manager

Distribution Manager

Regional Sales Manager

Contract Manager

Technology Partnership Lead

Chief Commercial Officer

VP of Sales

VP of Business Development

Software Distribution Manager

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

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