Licence and Distribution Contract

Multimedia Product Licence and Distribution Agreement

TR.ADA.02
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.

In its default form this agreement is non-exclusive, which in most cases best suits such a relationship; however it can be made exclusive simply by deleting all “non” references.

The template provides for a number of important factors such as the duration of the Agreement, the obligations of both parties, territory, and liability.

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. In the event that no training is necessary, this clause and schedule can be removed without any other effect on the agreement. It should however be borne in mind that subsequent references to other clauses contained within clauses 7, 13, 15, 21 and 35 will need to be changed as a result of Clause 5 being removed. (Clause 6 then becomes 5 and so on). Schedules subsequent to the training schedule will need to be renumbered manually.

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. Language
32. Costs and Expenses
33. Set-off
34. Third Parties
35. 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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