Software Distribution Contract Template

Software Distribution Agreement


The Software Distribution Agreement is designed for use in a business-to-business (B2B) relationship where one company is selling or otherwise supplying computer hardware and that company requires software produced or provided by another company for installation and use on that hardware. Optional wording in this template enables it to be used either in an exclusive or non-exclusive distribution arrangement.

This document is compliant with the GDPR (General Data Protection Regulation).

Important aspects of the relationship are addressed in detail. The software supplier is required to provide all necessary technical information and, where appropriate, training, to the distributor. It is important to note, however, that the primary responsibility for providing after-sales support for the software falls to the distributor (thus making such information and training even more important).

The distributor is bound by minimum order targets in this agreement. The supplier is given a degree of flexibility as to how to supply the software. The wording of this template is sufficiently broad to allow for the delivery of software electronically or on physical, packaged media.

As to liability and indemnity provisions, while favouring the supplier, this template nonetheless aims to protect both sides in its basic form. The distributor is required to indemnify the supplier for claims arising out of the negligence of its (the distributor’s) staff and out of defects in the hardware. Subject to the distributor’s compliance with certain provisos, the supplier agrees to defend the distributor against any intellectual property infringement claims concerning the software that may be brought against the distributor by a third party.

Further key clauses address confidential information, termination, the relationship between the supplier and distributor, and a range of standard (“boilerplate”) contractual matters. It is important to note that a considerable amount of detail (the specifics of a particular agreement, that is) must be added to this document when using it. A range of schedules is therefore also included with references thereto throughout the document.

Optional phrases / clauses are enclosed in square brackets. These should be read carefully and selected so as to be compatible with one another. Unused options should be removed from the document.

This document is duplicated in the IT & Software group.

This Software Distribution Agreement contains the following clauses:

1. Definitions and Interpretation

2. Grant

3. Term

4. Technical Information

5. Training

6. [Commercial and Technical Assistance]

7. Ordering of Software

8. Delivery of Software

9. Risk

10. Payment

11. Licence to End Users

12. Licence to Distributor

13. Enhancements and Modifications

14. Software Support

15. Undertakings by the Distributor

16. Liability

17. Force Majeure

18. Warranties

19. Copyright, Patents, Trade Marks and Intellectual Property Rights

20. Confidential Information

21. Termination or Expiry

22. Changes in Distributor

23. Relationship of the Distributor to the Supplier

24. Waiver

25. Assignment

26. Successors and Assignees

27. Notices

28. Announcements

29. Entire Agreement

30. Amendments

31. Severability

32. Counterparts

33. Language

34. Costs and Expenses

35. Set-off

36. Third Parties 

37. Data Protection

38. Data Processing

39. Law and Jurisdiction


and the following schedules:

1. Software, Hardware, Territory, Retained Territories

2. Quantities of Software and Licence Fees 

3. Technical Information

4. Software Licence Agreement

5. Supplier’s Support Terms and Charges to Distributor

6. Data Processing


This Software Distribution Agreement is in open format. Either enter the requisite details in the highlighted fields or adjust the wording to suit your purposes.

Once you have purchased access to the appropriate document folder click on the “Download Document” link below. You will be asked what you want to do with the file. It is recommended that you save the document to a location of your choice prior to viewing.