Software Sales Agreement Template for New Zealand

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Key Requirements PROMPT example:

Software Sales Agreement

"I need a Software Sales Agreement for selling our off-the-shelf accounting software to small businesses in New Zealand, including basic support services and annual maintenance, with the initial term starting March 1, 2025."

Document background
The Software Sales Agreement is a crucial legal document used in New Zealand for transactions involving the sale and licensing of software products. It is designed to protect both the vendor's intellectual property rights and the purchaser's interests while ensuring compliance with New Zealand's legal framework, including the Contract and Commercial Law Act 2017 and relevant consumer protection legislation. This agreement is essential when a software vendor wishes to sell their software products to businesses or individuals, establishing clear terms for licensing, usage rights, payment terms, support services, and warranties. The document addresses key aspects such as software delivery, acceptance criteria, maintenance services, and liability limitations, providing a comprehensive framework for software transactions in the New Zealand market.
Suggested Sections

1. Parties: Identification of the vendor and purchaser, including registered addresses and company details

2. Background: Context of the agreement, brief description of the software and purpose of the transaction

3. Definitions: Detailed definitions of technical and legal terms used throughout the agreement

4. License Grant: Scope of software license, usage rights, and restrictions

5. Delivery and Installation: Terms for software delivery, installation requirements, and acceptance criteria

6. Fees and Payment: Payment terms, license fees, and ongoing maintenance fees if applicable

7. Intellectual Property Rights: Ownership of IP, protection of rights, and any IP indemnities

8. Warranties and Representations: Software performance warranties, compliance with specifications, and legal warranties

9. Support and Maintenance: Terms for ongoing support, updates, and maintenance services

10. Confidentiality: Protection of confidential information and trade secrets

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

12. Liability and Indemnification: Limitations of liability, indemnification obligations, and insurance requirements

13. General Provisions: Standard boilerplate clauses including governing law, notices, and dispute resolution

Optional Sections

1. Professional Services: Include when additional implementation, configuration, or training services are required

2. Hosting Services: Include for cloud-based software solutions requiring hosting provisions

3. Data Protection and Privacy: Include when software processes personal data or requires specific privacy compliance

4. Service Level Agreement: Include when specific performance metrics and service levels need to be guaranteed

5. Change Control: Include when software customization or modifications are anticipated

6. Disaster Recovery: Include for business-critical software requiring specific recovery procedures

7. Security Requirements: Include when specific security standards or certifications must be maintained

8. Third-Party Software: Include when third-party components are part of the software solution

Suggested Schedules

1. Schedule 1 - Software Description: Detailed description of software, modules, and functionality

2. Schedule 2 - Technical Specifications: Technical requirements, system specifications, and performance criteria

3. Schedule 3 - Fee Schedule: Detailed breakdown of all fees, payment schedules, and pricing terms

4. Schedule 4 - Support Services: Support level details, response times, and escalation procedures

5. Schedule 5 - Service Level Agreement: Detailed service levels, metrics, and remedies for non-performance

6. Appendix A - Acceptance Testing: Acceptance testing procedures, criteria, and timelines

7. Appendix B - Security Standards: Required security standards, protocols, and compliance requirements

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 | Serial Founder & Legal AI Author

Relevant legal definitions
Relevant Industries

Information Technology

Software Development

Technology Services

Financial Services

Healthcare

Education

Retail

Manufacturing

Professional Services

Telecommunications

Government

E-commerce

Banking

Insurance

Consulting

Relevant Teams

Legal

Information Technology

Procurement

Sales

Commercial

Compliance

Finance

Operations

Business Development

Risk Management

Vendor Management

Relevant Roles

Legal Counsel

Contract Manager

IT Director

Chief Technology Officer

Software Sales Manager

Procurement Manager

Commercial Director

Business Development Manager

Sales Director

Chief Information Officer

Legal Operations Manager

Vendor Manager

IT Procurement Specialist

Software Licensing Manager

Compliance Officer

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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