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Software Exclusivity Agreement Template for United States

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Key Requirements PROMPT example:

Software Exclusivity Agreement

"I need a Software Exclusivity Agreement to grant exclusive distribution rights for our accounting software to a partner in Germany and France, with minimum sales requirements of โ‚ฌ500,000 per quarter starting March 2025."

Document background
A Software Exclusivity Agreement is crucial when a software owner wishes to grant exclusive distribution or commercialization rights to another party. This document establishes the terms under which one party receives exclusive rights to market, sell, or distribute software in specific territories or markets. Under U.S. jurisdiction, it must comply with federal and state antitrust laws, intellectual property regulations, and contract law principles. The agreement typically covers exclusivity scope, territory definitions, performance requirements, revenue sharing, and protection of intellectual property rights.
Suggested Sections

1. Parties: Identification of the parties entering into the exclusivity agreement, including full legal names and addresses

2. Background/Recitals: Context of the agreement and relationship between parties

3. Definitions: Key terms used throughout the agreement, including Software, Territory, Exclusivity Period, etc.

4. Grant of Exclusivity: Core terms of exclusive rights, including scope and territory

5. Term and Termination: Duration of the agreement and termination conditions

6. Payment Terms: Financial considerations, including fees, royalties, and payment schedules

7. Intellectual Property Rights: Ownership and protection of IP related to the software

8. Confidentiality: Protection of confidential information exchanged

Optional Sections

1. Performance Requirements: Minimum sales or performance targets that need to be met to maintain exclusivity

2. Marketing and Promotion: Requirements for marketing the software when the exclusive distributor has specific promotional obligations

3. Technical Support: Support and maintenance obligations for when ongoing technical support is part of the arrangement

4. Sub-licensing Rights: Terms for sub-licensing if permitted under the agreement

Suggested Schedules

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

2. Territory Definition Schedule: Detailed description of geographical or market boundaries

3. Fee Schedule: Detailed breakdown of all fees, royalties, and payment terms

4. Performance Metrics Schedule: Detailed KPIs and measurement criteria

5. Support Service Levels Schedule: Technical support specifications and service level agreements

Authors

Alex Denne

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

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Industries

Copyright Act: Federal legislation (17 U.S.C.) governing software protection and intellectual property rights in code and related materials

Patent Act: Federal legislation (35 U.S.C.) covering potentially patentable software elements and innovations

Federal Trade Commission Act: Legislation governing competition, antitrust issues, and fair business practices in software exclusivity arrangements

Digital Millennium Copyright Act: Federal law addressing digital copyright issues, including software protection and anti-circumvention provisions

Computer Fraud and Abuse Act: Federal legislation protecting against unauthorized access and computer-related fraud

Sherman Antitrust Act: Primary federal antitrust law prohibiting monopolistic business practices and anti-competitive agreements

Clayton Act: Federal law supplementing the Sherman Act, addressing specific types of anti-competitive practices

Uniform Commercial Code: Standardized set of laws governing commercial transactions, including software licensing and sales

Defend Trade Secrets Act: Federal law providing uniform protection for trade secrets, including software-related proprietary information

Uniform Trade Secrets Act: Model law adopted by many states providing protection for trade secrets and confidential business information

State Contract Laws: Various state-specific regulations governing contract formation, enforcement, and interpretation

State Antitrust Laws: State-specific regulations governing competition and monopolistic practices

Industry-Specific Regulations: Sector-specific requirements for software agreements in regulated industries like healthcare or financial services

Data Protection Laws: Federal and state regulations governing data privacy and protection in software applications

Statute of Frauds: Legal requirement that certain contracts must be in writing to be enforceable

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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