Value Added Reselling Of Software Agreement

The "Value Added Reselling of Software Agreement under UK law" is a legal template that outlines the terms and conditions governing the relationship between a software provider (licensor) and a reseller (licensee) operating in the United Kingdom.

This agreement is specifically designed for businesses engaged in value-added reselling of software, which involves purchasing software from the licensor and adding value by customizing, combining, or integrating it with other products before reselling to end-users. It aims to establish the rights, responsibilities, and obligations of both parties, ensuring a smooth and mutually beneficial business partnership while complying with UK laws.

The template typically covers various key provisions, including:

1. Definitions: Clearly defining key terms and entities involved in the agreement, such as licensor, licensee, software, value-added services, and end-users.

2. Grant of License: Outlining the scope and limitations of the license granted to the licensee, such as the permitted use, territories, and any restrictions or conditions imposed by the licensor.

3. Value-Added Services: Defining the value-added activities that the licensee is authorized to undertake. This section may cover customization, integration, maintenance, technical support, training, or any other services mutually agreed upon by the parties.

4. Intellectual Property Rights: Detailing the ownership and protection of intellectual property rights related to the software and any modifications or enhancements created by the licensee during value-added activities.

5. Pricing and Payment: Defining the pricing structure, payment terms, and any applicable royalties or commissions payable by the licensee to the licensor. This section may also address any marketing or promotional obligations and the sharing of revenues between the parties.

6. Confidentiality: Outlining the obligations to maintain the confidentiality of proprietary information, trade secrets, and any other confidential materials exchanged between the parties during the partnership.

7. Term and Termination: Specifying the duration of the agreement, conditions for renewal or termination, and any rights to terminate for breach or upon mutual agreement.

8. Indemnification and Liability: Establishing the responsibilities of each party regarding liabilities, warranties, and indemnification against any claims arising from the use, distribution, or value-added activities related to the software.

9. Dispute Resolution and Governing Law: Identifying the methods for resolving disputes, whether through negotiation, mediation, or arbitration, followed by the governing law of the agreement, which, in this case, would be UK law.

It is important to note that this description provides a general overview of the potential contents of the legal template. The specific terms and provisions may vary depending on the needs of the licensee and licensor and should be adapted, reviewed, and revised by qualified legal professionals familiar with UK laws.