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Software Distribution Agreement

Software Distribution Agreement Template for United States

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Key Requirements PROMPT example:

Software Distribution Agreement

"I need a Software Distribution Agreement for my AI software product that will be distributed across North America, with specific provisions for revenue sharing and data privacy compliance, planned to commence from March 2025."

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Document background
The Software Distribution Agreement is essential when a software owner wishes to expand their market reach through third-party distribution channels. This contract type defines the commercial relationship between the software owner and distributor, establishing clear parameters for distribution rights, territories, pricing, and responsibilities. Under U.S. jurisdiction, it must comply with federal copyright laws, state commercial codes, and relevant data protection regulations. The agreement typically includes detailed provisions for intellectual property protection, quality control, marketing requirements, and end-user licensing terms.
Suggested Sections

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

2. Background: Context of the agreement and brief description of the software product

3. Definitions: Key terms used throughout the agreement including Software, Territory, Distribution Rights, etc.

4. Grant of Rights: Scope of distribution rights, territories, and limitations

5. Term and Termination: Duration of agreement and termination conditions

6. Financial Terms: Pricing, payment terms, and revenue sharing arrangements

7. Intellectual Property Rights: Ownership and protection of IP

8. Warranties and Indemnification: Software warranties, liability limitations, and indemnification obligations

9. Confidentiality: Protection of confidential information exchanged during the distribution relationship

Optional Sections

1. Marketing and Promotion: Distribution marketing requirements and restrictions, applicable when specific marketing obligations are required

2. Source Code Escrow: Terms for source code protection and access, relevant for critical software or enterprise solutions

3. Professional Services: Additional services provided by licensor, included when implementation or support services are part of the agreement

4. Export Controls: Compliance with export regulations, necessary when international distribution is involved

Suggested Schedules

1. Schedule 1 - Software Description: Detailed technical specifications and functionality of the software

2. Schedule 2 - Service Level Agreement: Performance metrics and support requirements

3. Schedule 3 - Price List: Detailed pricing structure and commission rates

4. Schedule 4 - Territory Schedule: Defined geographical areas for distribution rights

5. Schedule 5 - End User License Agreement: Standard EULA to be used with end customers

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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Clauses
License Grant
Distribution Rights
Territory Restrictions
Intellectual Property
Confidentiality
Payment Terms
Revenue Sharing
Performance Requirements
Quality Control
Support and Maintenance
Warranties
Indemnification
Limitation of Liability
Term and Termination
Force Majeure
Non-Competition
Marketing and Promotion
Audit Rights
Export Control
Data Protection
Compliance with Laws
Sub-distributor Rights
Training Requirements
Notice Requirements
Dispute Resolution
Assignment
Governing Law
Severability
Entire Agreement
Amendment
Industries

Copyright Act: Federal law (17 U.S.C.) governing software protection as intellectual property, distribution rights, and license requirements

Digital Millennium Copyright Act: Federal law covering anti-circumvention provisions and copyright protection measures for digital content including software

Computer Fraud and Abuse Act: Federal legislation addressing unauthorized access and security considerations in computer systems and software

Federal Trade Commission Act: Federal law governing consumer protection and fair business practices in commerce, including software distribution

Export Administration Regulations: Federal regulations controlling software export and international distribution restrictions

Uniform Commercial Code: State-adopted uniform law governing commercial transactions, including contract formation and warranties

State Contract Laws: State-specific legislation governing contract formation, enforcement, breach remedies, and choice of law provisions

Data Privacy Laws: Various state and federal laws governing data privacy, including CCPA and state-specific requirements

Consumer Protection Laws: State and federal laws governing software warranties, liability limitations, and disclaimer requirements

Licensing Requirements: Legal framework governing end-user license agreements, sublicensing rights, and territory restrictions in software distribution

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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