The Software Reseller Agreement is essential for businesses engaged in software distribution within the Philippines. This document is typically used when a software owner wishes to expand their market reach through authorized resellers while maintaining control over their intellectual property and brand. The agreement needs to comply with Philippine legislation, including the Intellectual Property Code, E-commerce Act, and Data Privacy Act. It covers crucial elements such as appointment terms, territory rights, pricing structures, technical support obligations, and service level commitments. The document is particularly important in the Philippine context where software distribution often involves local market adaptation and compliance with regional regulations. The agreement should be structured to protect both parties while facilitating efficient software distribution and sales.
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1. Parties: Identification of the software owner/licensor and the appointed reseller, including complete legal names and addresses
2. Background: Context of the agreement, brief description of the software, and purpose of the reseller arrangement
3. Definitions: Detailed definitions of technical terms, business terms, and other key concepts used throughout the agreement
4. Appointment and Territory: Scope of reseller appointment, territory definition, and whether the appointment is exclusive or non-exclusive
5. Rights and Obligations of Reseller: Detailed responsibilities, sales targets, marketing requirements, and service standards
6. Rights and Obligations of Software Owner: Support, training, updates, and other obligations of the software owner
7. License Terms: Terms under which the reseller can distribute the software to end users
8. Pricing and Payment Terms: Pricing structure, payment schedules, currency, and payment methods
9. Intellectual Property Rights: Protection of IP rights, usage of trademarks, and licensing terms
10. Confidentiality: Protection of confidential information and trade secrets
11. Term and Termination: Duration of agreement, renewal terms, and termination conditions
12. Data Protection: Compliance with Philippine Data Privacy Act and data handling requirements
13. Warranties and Indemnities: Product warranties, service guarantees, and indemnification provisions
14. Governing Law and Jurisdiction: Application of Philippine law and jurisdiction for dispute resolution
15. General Provisions: Standard boilerplate clauses including force majeure, notices, and amendments
1. Marketing and Promotion: Detailed marketing requirements and guidelines, used when specific marketing commitments are required
2. Training Requirements: Specific training obligations for reseller staff, included when technical training is crucial
3. Service Level Agreement: Detailed service standards and response times, used for technical support requirements
4. White Labeling Rights: Terms for rebranding the software, included when white labeling is permitted
5. Source Code Escrow: Source code escrow arrangements, used for enterprise-level resellers
6. Minimum Performance Requirements: Specific sales targets and consequences, included for performance-based agreements
7. Insurance Requirements: Specific insurance coverage requirements, used for high-value agreements
8. Localization Rights: Terms for software localization, included when local adaptation is permitted
1. Schedule 1 - Software Description: Detailed description of software products, versions, and features
2. Schedule 2 - Price List: Detailed pricing structure, discounts, and commission rates
3. Schedule 3 - Territory Definition: Detailed description of geographical or market territory
4. Schedule 4 - Service Level Requirements: Technical support and service level specifications
5. Schedule 5 - Marketing Guidelines: Brand guidelines and marketing requirements
6. Schedule 6 - End User License Agreement: Standard EULA for end users
7. Schedule 7 - Technical Requirements: Technical specifications and system requirements
8. Appendix A - Reporting Templates: Standard forms for sales reports and performance tracking
Relevant legal definitions
Clauses
Relevant Industries
Information Technology
Software Development
Technology Distribution
E-commerce
Digital Services
Enterprise Software
Cloud Computing
Retail Technology
Business Services
Systems Integration
Telecommunications
Relevant Teams
Legal
Sales
Business Development
Channel Management
Partner Relations
Commercial Operations
Compliance
Software Licensing
Distribution
Partner Management
Technical Support
Account Management
Relevant Roles
Chief Technology Officer
Sales Director
Channel Manager
Business Development Manager
Legal Counsel
Contracts Manager
Software Licensing Manager
Partner Relations Manager
Commercial Director
Distribution Manager
Compliance Officer
Partnership Director
Software Sales Manager
Regional Sales Manager
Channel Development Director
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