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Reseller Software Licence
"I need a Reseller Software Licence agreement for my new AI analytics software that will be distributed across Europe by multiple resellers, with specific provisions for data protection and a minimum annual sales commitment of £500,000."
1. Parties: Identifies the contracting parties including the software owner/licensor and the appointed reseller
2. Background: Context of the agreement, including the software ownership and intention to appoint reseller
3. Definitions: Defines key terms including Software, Territory, Intellectual Property Rights, End Users
4. Grant of Rights: Specifies the licence terms, territory, and reseller appointment terms
5. Reseller Obligations: Key responsibilities including sales targets, reporting, and compliance
6. Licensor Obligations: Support, updates, and maintenance commitments
7. Payment Terms: Pricing, payment schedule, and commission structure
8. Intellectual Property Rights: IP ownership, protection measures, and infringement procedures
9. Confidentiality: Protection of confidential information and trade secrets
10. Term and Termination: Duration, renewal, and termination provisions
11. Liability and Indemnities: Limitation of liability and indemnification obligations
12. General Provisions: Standard boilerplate clauses including governing law and jurisdiction
1. Marketing Requirements: Specific marketing obligations and brand guidelines when marketing commitments are required
2. Service Level Agreement: Detailed support and maintenance terms when reseller provides technical support
3. White Labelling Provisions: Terms for rebranding when reseller is permitted to rebrand the software
4. Data Protection: GDPR and data protection compliance when personal data processing is involved
5. Training and Certification: Requirements for staff training when specific expertise is needed
6. Minimum Purchase Commitments: Minimum revenue or unit requirements when specific targets are needed
1. Software Description: Detailed technical specifications and functionality of the licensed software
2. Price List: Comprehensive pricing structure, discounts, and commission rates
3. Service Levels: Support and maintenance specifications including response times
4. Territory Definition: Detailed description of authorized sales territory and any exclusions
5. End User Licence Agreement: Standard EULA to be used with end customers
6. Marketing Guidelines: Brand guidelines and approved marketing materials
Authors
Software
Documentation
Territory
Intellectual Property Rights
Licence Fees
Confidential Information
End User
End User Licence Agreement (EULA)
Effective Date
Initial Term
Renewal Term
Business Day
Minimum Purchase Commitment
Support Services
Updates
Upgrades
Service Levels
Marketing Materials
Reseller Portal
Authorized Users
Marks
Personal Data
Data Protection Laws
Appointment of Reseller
Territory Restrictions
Licence Fees and Payment
Intellectual Property Rights
Confidentiality
Data Protection
Warranties
Limitation of Liability
Term and Termination
Marketing Obligations
Support Services
Training Requirements
Reporting and Audit Rights
Non-Competition
Force Majeure
Assignment and Subcontracting
Compliance with Laws
Dispute Resolution
Governing Law and Jurisdiction
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