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1. Parties: Identifies and provides full legal details of the software owner/licensor and the distributor
2. Background: Explains the context of the agreement, including brief description of the software and the parties' intentions
3. Definitions: Defines key terms used throughout the agreement
4. Appointment and Territory: Establishes the distributor's appointment, whether exclusive or non-exclusive, and defines the geographic territory
5. License Grant: Specifies the rights granted to the distributor, including terms of software distribution and any restrictions
6. Term and Termination: Defines the duration of the agreement and circumstances for termination
7. Distributor Obligations: Details the distributor's responsibilities, including marketing, sales targets, and customer support
8. Software Owner Obligations: Outlines the software owner's responsibilities, including software updates, technical support, and training
9. Intellectual Property Rights: Protects the software owner's IP rights and specifies allowed usage of trademarks and branding
10. Fees and Payment Terms: Details the financial arrangements, including pricing, payment schedules, and reporting requirements
11. Warranties and Indemnities: Specifies warranties provided and indemnification obligations of both parties
12. Confidentiality: Protects confidential information exchanged between parties
13. General Provisions: Contains standard legal clauses including governing law, dispute resolution, and entire agreement
1. Minimum Performance Requirements: Sets specific sales targets or performance metrics - include when the software owner wants to ensure minimum distribution levels
2. Sub-Distributors: Rules for appointing sub-distributors - include when the distributor may need to engage other parties
3. Source Code Escrow: Arrangements for source code protection - include for critical enterprise software
4. Data Protection: Specific data handling requirements - include when personal data processing is involved
5. Export Controls: Export compliance requirements - include for international distribution
6. Training and Certification: Required training programs - include for complex software products
7. Insurance: Specific insurance requirements - include for high-value or high-risk distributions
8. Change Control: Procedures for managing changes to the software - include for frequently updated software
1. Schedule 1 - Software Description: Detailed description of the software, including features, specifications, and technical requirements
2. Schedule 2 - Territory Definition: Detailed description of the geographic territories and any excluded areas
3. Schedule 3 - Fee Schedule: Detailed pricing structure, commission rates, and payment terms
4. Schedule 4 - Service Level Agreement: Support and maintenance service levels and response times
5. Schedule 5 - Marketing Requirements: Specific marketing obligations and approved marketing materials
6. Appendix A - Technical Documentation: Technical specifications and documentation requirements
7. Appendix B - Trademark Usage Guidelines: Guidelines for using the software owner's trademarks and branding
8. Appendix C - Reporting Ƶ: Standard forms for sales reporting and performance metrics
Information Technology
Software Development
Technology Distribution
Enterprise Software
Cloud Services
E-commerce
Digital Media
Gaming and Entertainment
Business Services
Telecommunications
Financial Technology
Healthcare Technology
Educational Technology
Legal
Sales
Business Development
Partner Relations
Compliance
Operations
Product Management
Technical Support
Finance
Information Technology
Channel Management
Chief Technology Officer
Commercial Director
Software Licensing Manager
Distribution Partnership Manager
Legal Counsel
Business Development Manager
Channel Sales Manager
Software Sales Director
Partner Relations Manager
Compliance Officer
Contract Manager
Technical Account Manager
Product Manager
Operations Director
Chief Revenue Officer
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