Software Reseller Agreement Template for Denmark

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Software Reseller Agreement

Document background
A Software Reseller Agreement is essential for software manufacturers looking to expand their market reach through indirect sales channels in Denmark and potentially broader European markets. This agreement type is commonly used when a software company wants to leverage local market expertise and established customer relationships of resellers while maintaining control over their product's distribution. The document includes comprehensive provisions addressing Danish legal requirements, including compliance with the Danish Contracts Act, Competition Act, and EU GDPR regulations. It covers crucial aspects such as license grants, territorial rights, pricing structures, support obligations, and intellectual property protection. The agreement is particularly relevant for international software companies entering the Danish market or Danish software manufacturers establishing local or international distribution networks.
Suggested Sections

1. Parties: Identification of the software manufacturer/supplier and the reseller, including full legal names, registration numbers, and addresses

2. Background: Context of the agreement, including brief description of the software and business relationship

3. Definitions: Definitions of key terms used throughout the agreement, including Software, Territory, Intellectual Property Rights, etc.

4. Appointment and Scope: Terms of reseller appointment, territory definition, and whether the appointment is exclusive or non-exclusive

5. License Grant: Scope of license granted to reseller, including rights to market, distribute, and sublicense the software

6. Reseller Obligations: Core responsibilities including marketing, sales targets, customer support, and compliance requirements

7. Manufacturer Obligations: Responsibilities including software delivery, updates, training, and technical support

8. Intellectual Property Rights: Protection of IP rights, usage of trademarks, and handling of infringement claims

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

10. Term and Termination: Duration of agreement, renewal terms, and termination rights

11. Confidentiality: Protection of confidential information and trade secrets

12. Data Protection: GDPR compliance and data processing responsibilities

13. Warranties and Indemnities: Warranties regarding software, mutual indemnifications, and limitation of liability

14. General Provisions: Standard clauses including governing law, dispute resolution, and entire agreement

Optional Sections

1. Minimum Purchase Requirements: Used when implementing specific sales targets or minimum order quantities

2. Marketing Requirements: Detailed marketing obligations and brand guidelines, necessary for larger distribution networks

3. Training and Certification: Required when reseller staff must maintain certain certification levels

4. Source Code Escrow: Included when providing source code protection for enterprise customers

5. Insurance Requirements: Specific insurance obligations, typically for high-value enterprise software

6. Audit Rights: Detailed audit provisions, important for complex revenue sharing models

7. White Labeling Rights: Included when reseller has rights to rebrand the software

8. Professional Services: When reseller provides additional implementation or consulting services

Suggested Schedules

1. Schedule A - Software Description: Detailed description of software products, versions, and features covered

2. Schedule B - Territory Definition: Detailed description of geographical or market segment limitations

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

4. Schedule D - Service Level Agreement: Support levels, response times, and performance metrics

5. Schedule E - Technical Requirements: Minimum technical specifications and deployment requirements

6. Schedule F - Reporting Templates: Standard formats for sales, revenue, and performance reporting

7. Schedule G - Marketing Guidelines: Brand usage rules and marketing requirements

8. Appendix 1 - Data Processing Agreement: GDPR-compliant data processing terms and conditions

Authors

Relevant legal definitions
Clauses
Relevant Industries
Relevant Teams
Relevant Roles
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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