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Software Distribution License

Software Distribution License Template for India

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Key Requirements PROMPT example:

Software Distribution License

"I need a Software Distribution License Agreement for my AI-powered healthcare software, to be distributed exclusively in India through authorized medical equipment suppliers, with mandatory technical support requirements and compliance with healthcare data protection regulations, starting March 2025."

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Document background
The Software Distribution License Agreement is essential for software companies looking to expand their market reach through third-party distributors in India and potentially internationally. This document is particularly relevant when a software owner wants to establish a formal distribution channel while maintaining control over their intellectual property and ensuring compliance with Indian legislation, including the Information Technology Act, 2000, and the Copyright Act, 1957. The agreement covers crucial aspects such as distribution rights, territory definitions, revenue models, technical support requirements, and compliance obligations. It's specifically designed to protect both the software owner's interests and provide clear operational guidelines for distributors, while ensuring adherence to Indian legal requirements for software licensing and distribution. The document becomes necessary when companies move beyond direct sales to establish broader distribution networks, requiring careful consideration of intellectual property protection, technical support obligations, and revenue sharing structures.
Suggested Sections

1. Parties: Identification of the Licensor and Distributor with full legal names and addresses

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

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

4. Grant of License: Scope of distribution rights, territory coverage, and nature of the license (exclusive/non-exclusive)

5. Distribution Rights and Obligations: Specific rights and responsibilities of the distributor regarding software distribution

6. License Fees and Payment Terms: Financial terms, payment schedule, and reporting requirements

7. Intellectual Property Rights: Protection of IP rights, ownership declarations, and restrictions

8. Technical Support and Maintenance: Support obligations, maintenance requirements, and service levels

9. Confidentiality: Protection of confidential information and trade secrets

10. Representations and Warranties: Warranties regarding software functionality, IP rights, and compliance with laws

11. Limitation of Liability: Limitations on liability and indemnification provisions

12. Term and Termination: Duration of agreement, renewal terms, and termination conditions

13. Post-Termination Obligations: Rights and obligations after agreement termination

14. General Provisions: Standard legal clauses including governing law, dispute resolution, and notices

Optional Sections

1. White-Labeling Rights: Terms for rebranding and customization of the software, used when distributor has right to rebrand

2. Marketing and Promotion: Specific marketing obligations and restrictions, included when distributor has marketing responsibilities

3. Sub-Distribution Rights: Terms for appointment of sub-distributors, included when sub-distribution is permitted

4. Source Code Escrow: Terms for source code escrow arrangements, included for critical software implementations

5. Data Protection and Privacy: Specific data handling requirements, included when personal data processing is involved

6. Training and Certification: Requirements for distributor training and certification, included for complex software

7. Performance Targets: Minimum performance requirements and consequences, included when specific targets are required

8. Localization Rights: Terms for software localization and adaptation, included for international distribution

Suggested Schedules

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

2. Schedule 2 - License Fee Structure: Detailed breakdown of licensing fees, royalties, and payment terms

3. Schedule 3 - Service Level Agreement: Technical support and maintenance service levels and metrics

4. Schedule 4 - Territory Definition: Detailed description of authorized distribution territory

5. Schedule 5 - Trademark Usage Guidelines: Rules and requirements for using licensor's trademarks

6. Appendix A - End User License Agreement: Standard EULA to be used with end customers

7. Appendix B - Technical Requirements: Minimum technical requirements for software distribution

8. Appendix C - Reporting Templates: Standard formats for sales and revenue reporting

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓƵ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions
































































Clauses














































Relevant Industries

Information Technology

Software Development

Technology Distribution

E-commerce

Telecommunications

Financial Services

Healthcare Technology

Educational Technology

Enterprise Software

Retail Technology

Manufacturing Software

Cloud Services

Relevant Teams

Legal

Business Development

Sales

Distribution

Channel Management

Technical Support

Compliance

Intellectual Property

Finance

Product Management

Partner Relations

Operations

Relevant Roles

Chief Legal Officer

Legal Counsel

Software Licensing Manager

Business Development Director

Channel Partner Manager

Distribution Manager

Chief Technology Officer

Commercial Director

Contracts Manager

Sales Director

Partner Relations Manager

Compliance Officer

IP Rights Manager

Technical Support Manager

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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