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Software Partnership Agreement
"I need a Software Partnership Agreement for a collaboration between my UK-based software development company and a German distribution partner, including provisions for revenue sharing and exclusive territory rights in the DACH region, to be effective from March 2025."
1. Parties: Details of the partners entering into the agreement, including registered addresses and company numbers
2. Background: Context of the partnership, including purpose and high-level objectives
3. Definitions: Key terms used throughout the agreement
4. Partnership Structure: Legal form of partnership, roles, and responsibilities
5. Intellectual Property Rights: Ownership and licensing of software and related IP
6. Financial Arrangements: Revenue sharing, costs, and financial obligations
7. Term and Termination: Duration of partnership and termination provisions
8. Confidentiality: Protection of sensitive information
9. Governing Law: Jurisdiction and applicable law
1. Data Protection: GDPR compliance provisions and data processing requirements when personal data is involved
2. Service Levels: Performance metrics and standards for software operation and maintenance
3. White Labelling: Provisions for rebranding software and related requirements
4. Territory Restrictions: Geographical limitations and territorial scope of the partnership
5. Source Code Escrow: Source code protection arrangements and access conditions
1. Schedule 1 - Software Specification: Detailed description of software functionality and technical requirements
2. Schedule 2 - Service Level Agreement: Detailed performance metrics, service standards and remedies
3. Schedule 3 - Financial Terms: Detailed pricing, payment terms, and revenue sharing arrangements
4. Schedule 4 - Support and Maintenance: Technical support procedures, maintenance obligations and response times
5. Schedule 5 - Data Processing Agreement: Detailed data protection obligations and procedures under GDPR
6. Schedule 6 - Development Roadmap: Planned software development milestones and release schedule
7. Schedule 7 - Partner Requirements: Technical and operational requirements for partners including minimum commitments
Authors
Background IP
Business Day
Commencement Date
Confidential Information
Customer
Data Protection Laws
Deliverables
Documentation
Effective Date
Foreground IP
Force Majeure Event
Initial Term
Intellectual Property Rights
Licensed Software
Partner Materials
Partnership
Partnership Fee
Personal Data
Products
Revenue Share
Services
Service Levels
Software
Software Updates
Source Code
Specification
Support Services
Term
Territory
Third Party Software
Trade Marks
User
Working Hours
Partnership Structure
Scope
Term and Termination
Financial Terms
Revenue Share
Intellectual Property Rights
Confidentiality
Data Protection
Warranties
Indemnification
Limitation of Liability
Force Majeure
Assignment and Subcontracting
Non-Competition
Non-Solicitation
Service Levels
Support and Maintenance
Quality Assurance
Marketing and Promotion
Audit Rights
Compliance with Laws
Dispute Resolution
Notices
Insurance
Change Control
Exit Management
Governing Law and Jurisdiction
Entire Agreement
Severability
Third Party Rights
Partnership Governance
Software License
Territory Rights
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