Multimedia Product Licence and Distribution Agreement
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This Multimedia Product Licence and Distribution Agreement is designed for use in a business relationship where a Company producing computer hardware and/or software products wishes to appoint a Distributor within a certain territory for certain of its products.
The agreement provides for the distributor to be appointed on a non-exclusive basis for a particular territory (i.e. the Company can also appoint other distributors for the same territory). A non-exclusive appointment in most cases best suits the relationship between the Company and Distributor. If, however, you wish the appointment to be made exclusive, it is possible to adapt the template for that purpose.
The template provides for a number of important factors such as the duration of the Agreement, the obligations of both parties, territory, and liability.
This form of agreement is only suitable for use where both parties are based and operate in the UK, and supply of products by the Company to the distributor, and by the distributor to its customers, is only in the UK. For any other case, you should take legal advice as to what would be suitable terms of agreement
In such relationships it may be necessary for the Distributor’s representatives or staff to be trained in the use of the products that they are selling. In light of this, the agreement contains a clause and accompanying schedule specifically addressing such training (Clause 5 and Schedule 3). If no training will be necessary, that Clause and that Schedule can be removed without any other effect on the agreement. It should however be borne in mind that all subsequent clauses will need to be renumbered (i.e. Clause 6 then becomes 5 and so on), and all cross references to various clauses and Sub-Clauses which can be found in Clauses 7, 9, 13, 15, 20, 21, 22 and 34 will need to be changed as a result of Clause 5 being removed. Further, the Schedules subsequent to the training Schedule will need to be renumbered.
This Multimedia Product Licence and Distribution Agreement contains the following clauses:
1. Definitions
2. Appointment
3. Duration
4. Sale and Purchase of Products
5. Training
6. Distributor’s Obligations
7. Company’s Obligations
8. Intellectual Property Rights
9. Confidentiality
10. Reservation of Rights
11. Territory
12. Legal Relationship
13. Termination
14. Effect of Termination
15. Liability
16. Indemnities
17. Interpretation
18. Agency, Partnership
19. Amendments
20. Announcements
21. Assignment
22. Entire Agreement
23. Force Majeure
24. Notices
25. Schedules
26. Severance
27. Successors and Assignees
28. Waiver
29. Counterparts
30. Time is of the Essence
31. Costs and Expenses
32. Set-off
33. Third Parties
34. Proper Law and Jurisdiction
and Schedules:
1. Products
2. Sale Terms
3. Training
4. Initial Order
5. Territory
6. Royalty Payments
7. Prices
This document is in open format. Either enter the requisite details in the highlighted fields or adjust the wording to suit your purposes.
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