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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."
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
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
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
Affiliate
Authorized Users
Business Day
Confidential Information
Customer
Documentation
Effective Date
End User
End User License Agreement (EULA)
Exclusive Territory
Force Majeure Event
Intellectual Property Rights
License Fees
Licensed Software
Maintenance Services
Minimum Performance Requirements
Net Sales
New Version
Performance Period
Products
Professional Services
Proprietary Rights
Resale Price
Reseller
Reseller Margin
Revenue Share
Software
Software Updates
Source Code
Specifications
Support Services
Term
Territory
Third Party Software
Trade Marks
Training Services
Updates
Upgrade
User Documentation
VAT
Working Hours
Territory
Exclusivity
License Grant
Distribution Rights
Performance Requirements
Supply Terms
Pricing
Payment
Marketing
Training
Support Services
Quality Control
Intellectual Property
Confidentiality
Data Protection
Warranties
Indemnification
Limitation of Liability
Insurance
Term
Termination
Force Majeure
Non-Competition
Non-Solicitation
Audit Rights
Compliance
Assignment
Notices
Governing Law
Dispute Resolution
Entire Agreement
Severability
Amendment
Waiver
Third Party Rights
Counterparts
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
Legal
Sales
Business Development
Channel Management
Commercial Operations
Partner Relations
Distribution
Product Management
Marketing
Finance
Compliance
Technology Partnerships
Software Licensing
Contract Administration
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
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