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Software Partner Agreement
"I need a Software Partner Agreement for appointing an exclusive reseller in New Zealand and Australia, with a 70-30 revenue split and minimum sales targets starting from March 2025."
1. Parties: Identification of the contracting parties including registered addresses and company details
2. Background: Context of the partnership and general purpose of the agreement
3. Definitions: Defined terms used throughout the agreement
4. Partnership Scope: Details of the partnership arrangement, roles, and responsibilities
5. Term and Termination: Duration of the agreement, renewal terms, and termination provisions
6. Software License Terms: Terms of software licensing between partners including usage rights and restrictions
7. Intellectual Property Rights: Ownership and protection of IP, including pre-existing IP and newly developed IP
8. Confidentiality: Protection of confidential information and trade secrets
9. Data Protection and Privacy: Compliance with privacy laws and data handling requirements
10. Fees and Payment Terms: Financial arrangements, revenue sharing, and payment schedules
11. Service Levels: Performance standards and service level commitments
12. Representations and Warranties: Legal guarantees and warranties provided by each party
13. Liability and Indemnification: Allocation of risks and liability between parties
14. General Provisions: Standard legal clauses including governing law, notices, and assignment
1. Marketing and Promotion: Terms governing joint marketing activities and brand usage - include when partnership involves co-marketing
2. Training and Support: Partner training and support obligations - include when technical support or training is part of the arrangement
3. Source Code Escrow: Source code protection arrangements - include when source code access might be needed
4. Territory and Exclusivity: Geographic restrictions and exclusivity terms - include for territory-specific or exclusive partnerships
5. Implementation Services: Terms for software implementation - include when partner provides implementation services
6. Disaster Recovery: Business continuity requirements - include for critical software systems
7. Compliance and Audit Rights: Audit and compliance terms - include for regulated industries or when significant risk exists
8. White Labeling: Terms for rebranding software - include for white-label partnerships
1. Schedule 1 - Software Description: Detailed description of software products covered by the agreement
2. Schedule 2 - Service Level Agreement: Detailed service levels, metrics, and remedies
3. Schedule 3 - Fee Schedule: Detailed pricing, commission structures, and payment terms
4. Schedule 4 - Technical Requirements: Technical specifications and integration requirements
5. Schedule 5 - Support Services: Support level definitions and procedures
6. Schedule 6 - Security Requirements: Security standards and compliance requirements
7. Appendix A - Authorized Users: List of authorized users and access levels
8. Appendix B - Territory Definition: Detailed description of territorial boundaries if applicable
Authors
Agreement
Authorized Users
Business Day
Confidential Information
Customer Data
Documentation
Effective Date
End User
End User License Agreement (EULA)
Force Majeure Event
Intellectual Property Rights
License Fees
Licensed Software
Maintenance Services
Material Breach
Net Revenue
Partner Portal
Partner Program
Personal Information
Professional Services
Revenue Share
Service Levels
Software
Software Updates
Source Code
Specifications
Support Services
Term
Territory
Third-Party Software
Trade Marks
Training Services
User Data
Value Added Services
Working Hours
APIs
Authentication Credentials
Business Requirements
Commencement Date
Competition Laws
Critical Vulnerabilities
Custom Development
Data Protection Laws
Designated Contact
Development Environment
Disaster Recovery Plan
Enhancement
Error
Escrow Agent
Implementation Services
Integration
License Key
Maintenance Release
Minimum Performance Standards
New Version
Partner Tier
Production Environment
Quality Standards
Response Time
Security Breach
Service Credits
Software Platform
Standard Support Hours
Technical Requirements
Testing Environment
Upgrade
White Label Rights
Interpretation
Appointment
License Grant
Partner Obligations
Provider Obligations
Territory Rights
Intellectual Property
Confidentiality
Data Protection
Privacy
Service Levels
Support Services
Training
Fees and Payment
Revenue Share
Reporting
Audit Rights
Marketing and Promotion
Warranties
Representations
Liability
Indemnification
Insurance
Term
Termination
Force Majeure
Assignment
Subcontracting
Non-Competition
Non-Solicitation
Dispute Resolution
Governing Law
Notices
Entire Agreement
Variation
Waiver
Severability
Relationship of Parties
Compliance with Laws
Security Requirements
Business Continuity
Change Control
Implementation
Testing
Acceptance
Documentation
Quality Control
Performance Monitoring
Customer Support
Escrow
White Labeling
Third-Party Rights
Information Technology
Software Development
Cloud Services
Financial Services
Healthcare Technology
E-commerce
Professional Services
Telecommunications
Education Technology
Manufacturing Technology
Retail Technology
Business Process Outsourcing
Legal
Sales
Business Development
Partnerships
Information Technology
Compliance
Product Management
Operations
Finance
Commercial
Chief Technology Officer
Partnership Manager
Legal Counsel
Commercial Director
Business Development Manager
Channel Sales Manager
Software Licensing Manager
Compliance Officer
IT Director
Sales Director
Partner Success Manager
Contract Manager
Chief Information Officer
Alliance Manager
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