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Reseller Software License
"I need a Reseller Software License Agreement for my cloud-based accounting software, where I want to appoint an exclusive reseller for Ireland and the UK with strict minimum performance requirements and quarterly sales targets starting from March 2025."
1. Parties: Identification of the software owner/licensor and the reseller
2. Background: Context of the agreement and brief description of the software and business relationship
3. Definitions: Defined terms used throughout the agreement, including technical and commercial terms
4. Appointment and Territory: Scope of reseller appointment and designated territory for operations
5. License Grant: Scope of license, including rights to distribute, restrictions, and reservations
6. Reseller Obligations: Core responsibilities including marketing, sales targets, and customer support
7. Licensor Obligations: Software owner's commitments including support, updates, and training
8. Financial Terms: Pricing, payment terms, commissions, and reporting requirements
9. Intellectual Property Rights: Protection of IP, ownership claims, and handling of infringement
10. Data Protection: GDPR compliance and data handling requirements
11. Confidentiality: Protection of confidential information and trade secrets
12. Term and Termination: Duration, renewal, and termination provisions
13. Post-Termination: Obligations and rights after agreement ends
14. Warranties and Indemnities: Guarantees, limitations, and protection against claims
15. Liability: Limitation of liability and risk allocation
16. General Provisions: Standard boilerplate clauses including governing law, notices, and assignment
1. White Labeling Rights: Include when reseller is permitted to rebrand the software
2. Source Code Escrow: Include when providing source code access under specific conditions
3. Professional Services: Include if reseller will provide additional implementation or customization services
4. Marketing Requirements: Include detailed marketing obligations when specific brand requirements exist
5. Service Level Agreement: Include when specific performance metrics and support levels are required
6. Compliance with US Export Laws: Include when software contains US-origin components
7. Multi-tier Distribution: Include when reseller is allowed to appoint sub-resellers
1. Schedule 1 - Software Description: Detailed description of licensed software, including versions and features
2. Schedule 2 - Territory and Exclusivity Terms: Detailed description of geographic territory and exclusivity rights
3. Schedule 3 - Price List and Commission Structure: Pricing details, discount levels, and commission calculations
4. Schedule 4 - Service Level Requirements: Technical support and maintenance service levels
5. Schedule 5 - Minimum Performance Requirements: Sales targets and minimum performance criteria
6. Schedule 6 - Technical Requirements: Technical specifications and implementation requirements
7. Appendix A - End User License Agreement: Standard EULA to be used with end customers
8. Appendix B - Support and Maintenance Terms: Detailed support and maintenance procedures
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Information Technology
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Chief Executive Officer
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