Exclusive Software Reseller Agreement Template for England and Wales

An Exclusive Software Reseller Agreement is a legally binding contract under English and Welsh law that establishes an exclusive relationship between a software owner and a reseller. The agreement grants the reseller exclusive rights to market, distribute, and sell specified software products within a defined territory. It covers key aspects including licensing terms, territorial restrictions, pricing structures, performance obligations, intellectual property protection, and compliance with UK data protection and competition laws.

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What is a Exclusive Software Reseller Agreement?

The Exclusive Software Reseller Agreement is essential when a software company wishes to expand its market reach through an exclusive distribution partnership. This agreement, governed by English and Welsh law, defines the exclusive rights and obligations of both parties, including territory restrictions, pricing structures, and performance requirements. It's particularly important for ensuring compliance with UK competition law, data protection regulations, and intellectual property rights. The document typically includes detailed provisions for support services, marketing requirements, and commission structures, making it crucial for establishing clear commercial relationships in software distribution.

What sections should be included in a Exclusive Software Reseller Agreement?

1. Parties: Identification and details of the software owner/licensor and the appointed reseller

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

3. Definitions: Key terms used throughout the agreement

4. Appointment and Territory: Terms of exclusive appointment and defined territorial scope

5. License Grant: Scope of rights granted to reseller

6. Obligations of the Reseller: Core responsibilities and performance requirements

7. Obligations of the Licensor: Support, updates, and maintenance commitments

8. Financial Terms: Pricing, payment terms, and commission structure

9. Intellectual Property Rights: Protection and ownership of IP

10. Term and Termination: Duration and termination provisions

11. Confidentiality: Protection of confidential information

12. Governing Law and Jurisdiction: Applicable law and dispute resolution

What sections are optional to include in a Exclusive Software Reseller Agreement?

1. Marketing and Promotion: Specific requirements and restrictions for marketing activities and brand promotion

2. Training: Requirements for reseller training and certification programs

3. Data Protection: GDPR and data protection obligations for handling personal data

4. Export Control: Compliance requirements for international distribution and export regulations

5. Insurance: Specific insurance coverage requirements and minimum coverage amounts

What schedules should be included in a Exclusive Software Reseller Agreement?

1. Schedule 1: Software Description: Detailed description of software products covered under the agreement

2. Schedule 2: Territory Definition: Detailed description of geographical territory and any excluded regions

3. Schedule 3: Pricing and Commission Structure: Detailed pricing tiers and commission calculations

4. Schedule 4: Service Level Agreement: Support and maintenance service levels and response times

5. Schedule 5: Marketing Guidelines: Brand guidelines and marketing requirements for the reseller

6. Schedule 6: Technical Requirements: Technical specifications and minimum requirements for software resale

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

Jurisdiction

England and Wales

Publisher

Genie AI

Sector

Sales

Cost

Free to use

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