This Software Distributor Agreement is essential for software companies seeking to expand their market reach through third-party distribution channels in Switzerland and potentially internationally. It's typically used when a software publisher wants to authorize another company to distribute their software products while maintaining control over their intellectual property and brand. The agreement must comply with Swiss law, particularly the Code of Obligations and commercial agency provisions, while addressing modern software distribution challenges. It covers crucial elements such as distribution rights, territory definitions, pricing structures, support obligations, and compliance requirements. This type of agreement is particularly relevant for international software companies operating in Switzerland, as it needs to balance Swiss legal requirements with global software distribution practices.
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1. Parties: Identification of the software publisher and distributor with full legal details
2. Background: Context of the agreement and brief description of the parties' business relationship
3. Definitions: Defined terms used throughout the agreement
4. Appointment and Territory: Scope of distributor appointment and defined territory for distribution rights
5. License Grant: Terms of the license granted to distribute the software
6. Intellectual Property Rights: Protection of software publisher's IP and authorized usage
7. Distributor Obligations: Core responsibilities including marketing, sales, and support obligations
8. Publisher Obligations: Software provider's commitments including updates and support
9. Fees and Payment Terms: Pricing, payment schedule, and financial terms
10. Reporting and Audit Rights: Sales reporting requirements and publisher's audit rights
11. Confidentiality: Protection of confidential information
12. Term and Termination: Agreement duration and termination provisions
13. Post-Termination Obligations: Parties' obligations after agreement ends
14. General Provisions: Standard legal clauses including governing law, notices, and assignment
1. Minimum Purchase Requirements: Used when publisher requires minimum purchase or performance targets
2. End-User Licensing: Include when distributor handles end-user license agreements directly
3. Source Code Escrow: Required for mission-critical software or when customers need source code protection
4. Data Protection: Extended section when personal data processing is significant
5. Anti-Corruption: Detailed compliance terms for international distribution
6. Training and Certification: When distributor staff need specific qualifications
7. Marketing Requirements: Detailed marketing obligations and brand usage rules
8. Insurance Requirements: Specific insurance coverage requirements for high-value distributions
1. Schedule 1 - Software Products: Detailed list and description of software products covered
2. Schedule 2 - Territory Definition: Detailed description of authorized distribution territory
3. Schedule 3 - Price List: Current pricing and discount structures
4. Schedule 4 - Service Level Agreement: Support and maintenance service levels
5. Schedule 5 - Technical Requirements: Technical specifications and requirements
6. Appendix A - Reporting Templates: Standard forms for sales and performance reporting
7. Appendix B - Marketing Guidelines: Brand usage and marketing requirements
8. Appendix C - End-User License Agreement: Standard EULA for end-users
Authors
Relevant legal definitions
Clauses
Relevant Industries
Information Technology
Software Development
Technology Distribution
Enterprise Software
Cloud Services
Digital Solutions
Systems Integration
Technology Consulting
Software as a Service
Business Applications
Computer Hardware
Telecommunications
Relevant Teams
Legal
Sales
Business Development
Partner Relations
Product Management
Commercial Operations
Compliance
Software Development
Channel Management
Contract Administration
Relevant Roles
Chief Technology Officer
Head of Software Development
Distribution Manager
Channel Sales Director
Legal Counsel
Commercial Director
Business Development Manager
Partner Relations Manager
Software Licensing Manager
Sales Director
Compliance Officer
Contract Manager
Partnership Director
Head of Product
Chief Commercial Officer
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