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Software Distributor Agreement
1. Parties: Identification of the software owner/licensor and the distributor, including full legal names and addresses
2. Background: Context of the agreement, brief description of the software and the parties' intention to enter into a distribution arrangement
3. Definitions: Key terms used throughout the agreement, including Software, Territory, Intellectual Property Rights, etc.
4. Appointment and Territory: Scope of distributor appointment, territory definition, and exclusivity/non-exclusivity provisions
5. Distribution Rights and Limitations: Specific rights granted to distributor and any restrictions on these rights
6. Intellectual Property Rights: Protection of IP rights, permitted use of trademarks, and licensing terms
7. Obligations of the Software Owner: Software delivery, updates, technical support, and training commitments
8. Obligations of the Distributor: Marketing, sales efforts, reporting, and minimum performance requirements
9. Financial Terms: Pricing, payment terms, commissions, and currency specifications
10. Term and Termination: Duration of agreement, renewal terms, and termination conditions
11. Confidentiality: Protection of confidential information and trade secrets
12. Data Protection: GDPR compliance and data handling requirements
13. Warranties and Indemnities: Representations about the software and mutual indemnification provisions
14. Liability and Limitations: Scope of liability and any limitations or caps on damages
15. General Provisions: Standard legal clauses including governing law, dispute resolution, and force majeure
1. White Labeling Rights: Used when distributor has rights to rebrand the software under their own name
2. Source Code Escrow: Include when source code escrow arrangements are required for business continuity
3. Localization Rights: Required when distributor has rights to translate or adapt software for local market
4. Professional Services: Include when distributor will provide implementation or consulting services
5. Hardware Requirements: Necessary when software requires specific hardware configurations or bundling
6. Sub-distributor Rights: Include when distributor has rights to appoint sub-distributors
7. Marketing Development Funds: Used when parties agree to specific marketing fund arrangements
8. Government Sales: Include specific terms for sales to government entities if applicable
1. Software Description: Detailed technical specifications and functionality of the software
2. Territory Definition: Detailed description of geographical or market segments covered
3. Price List: Current pricing structure and discount levels
4. Service Level Agreement: Technical support and maintenance service levels
5. Marketing Guidelines: Brand usage rules and marketing requirements
6. Performance Targets: Specific sales targets and performance metrics
7. Technical Requirements: Minimum system requirements and technical specifications
8. Approved Sub-distributors: List of approved sub-distributors if applicable
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