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Software Reseller Agreement for the Netherlands

Software Reseller Agreement Template for Netherlands

A comprehensive legal agreement governed by Dutch law that establishes and regulates the commercial relationship between a software manufacturer/supplier and a reseller. The agreement outlines the terms and conditions under which the reseller is authorized to market, distribute, and sell the supplier's software products. It addresses crucial aspects including licensing rights, territorial restrictions, pricing structures, intellectual property protection, compliance with Dutch and EU regulations (including GDPR), support obligations, and warranty terms. The document ensures compliance with Dutch commercial law while protecting both parties' interests in the software distribution relationship.

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What is a Software Reseller Agreement?

The Software Reseller Agreement is a critical document used to establish authorized distribution channels for software products in the Netherlands and potentially broader territories. This agreement is essential when a software manufacturer wants to expand their market reach through third-party resellers while maintaining control over their product's distribution and brand reputation. The document comprehensively covers commercial terms, technical requirements, and legal obligations under Dutch law, including compliance with the Dutch Civil Code, Competition Act, and EU regulations such as GDPR. It's particularly relevant in today's digital economy where software distribution often involves cloud services, subscription models, and complex licensing arrangements. The agreement protects both the software supplier's intellectual property rights and the reseller's commercial interests while ensuring clear guidelines for the relationship.

What sections should be included in a Software Reseller Agreement?

1. Parties: Identification of the software manufacturer/supplier and the reseller, including full legal names and registered addresses

2. Background: Context of the agreement, brief description of the software products, and purpose of the reseller relationship

3. Definitions: Definitions of key terms used throughout the agreement

4. Appointment and Scope: Terms of reseller appointment, territory, exclusivity/non-exclusivity, and authorized products

5. License Grant: Scope of license granted to reseller for selling and distributing the software

6. Reseller Obligations: Key responsibilities including marketing, minimum purchase requirements, reporting, and customer support

7. Supplier Obligations: Support, training, and resources to be provided by the software supplier

8. Intellectual Property Rights: Protection of IP rights, permitted use of trademarks, and restrictions

9. Pricing and Payment Terms: Pricing structure, payment terms, currency, and invoicing procedures

10. Order Process: Procedures for placing and fulfilling orders

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

12. Data Protection: GDPR compliance and data handling requirements

13. Confidentiality: Protection of confidential information and trade secrets

14. Warranties and Indemnities: Product warranties, service levels, and indemnification provisions

15. Limitation of Liability: Limitations and exclusions of liability

16. General Provisions: Standard boilerplate clauses including notices, assignment, and governing law

What sections are optional to include in a Software Reseller Agreement?

1. White Labeling: Terms for rebranding the software under reseller's brand, used when white labeling is permitted

2. Marketing Requirements: Specific marketing obligations and commitments, included when there are detailed marketing requirements

3. Performance Targets: Specific sales targets and consequences of meeting/missing them, used for performance-based agreements

4. Technical Support Level: Detailed support obligations for different tiers of service, included when reseller provides technical support

5. Training Requirements: Mandatory training and certification requirements, used when specific expertise is required

6. Source Code Escrow: Terms for source code escrow arrangements, included when reseller requires additional security

7. Customer Data Migration: Procedures for handling customer data migration, relevant for cloud-based software

8. Localization Rights: Terms for software localization and modification rights, used for international distribution

9. Sub-reseller Rights: Terms for appointing sub-resellers, included when sub-reselling is permitted

10. Insurance Requirements: Specific insurance coverage requirements, used for high-value or high-risk products

What schedules should be included in a Software Reseller Agreement?

1. Schedule 1 - Licensed Software: Detailed list of software products covered by the agreement, including versions and specifications

2. Schedule 2 - Price List: Current pricing structure, discounts, and commission rates

3. Schedule 3 - Territory: Detailed description of authorized sales territory and any excluded territories

4. Schedule 4 - Service Level Agreement: Detailed support and maintenance service levels

5. Schedule 5 - Technical Requirements: Technical specifications and requirements for reselling the software

6. Schedule 6 - Approved Marketing Materials: Guidelines and approved materials for marketing the software

7. Schedule 7 - Reporting Templates: Required formats for sales reports and performance metrics

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

9. Appendix B - Data Processing Agreement: GDPR-compliant data processing terms and requirements

10. Appendix C - Support Procedures: Detailed procedures for handling customer support and escalations

Authors

Alex Denne

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

Jurisdiction

Netherlands

Publisher

Ƶ

Cost

Free to use
Relevant legal definitions












































Clauses







































Relevant Industries

Information Technology

Software Development

Technology Distribution

Enterprise Software

Cloud Services

E-commerce

Telecommunications

Digital Services

Retail Technology

Business Services

Systems Integration

Managed Services

Computer Hardware

Digital Solutions

Technology Consulting

Relevant Teams

Legal

Sales

Commercial

Business Development

Partner Management

Channel Sales

Compliance

Operations

Technical Support

Contract Administration

Partner Success

Channel Marketing

Product Management

Distribution

Alliance Management

Relevant Roles

Chief Executive Officer

Commercial Director

Sales Director

Channel Manager

Partner Manager

Legal Counsel

Contract Manager

Business Development Manager

Software Licensing Manager

Commercial Operations Manager

Distribution Manager

Alliance Manager

Partner Account Manager

Chief Technology Officer

Head of Sales

General Counsel

Compliance Officer

Channel Sales Director

Commercial Lawyer

Partnership Director

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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