Software Reseller Agreement
This Software Reseller Agreement is between an owner/creator of certain products (supplier) and a company seeking to provide re-marketing [installation] and other services in respect of those products (reseller). Important obligations as to sales and deliveries are set out. It has been updated/amended to clarify the obligations of the supplier and reseller in respect of support to the reseller's clients.
If you wish to use this document in a scenario that involves personal data, standard clauses for data protection and data processing are available in our UK GDPR & Data Protection Group.
Two levels of support are provided for in this agreement, the first to be provided by the reseller directly to the customer and the second to be provided by the supplier via the reseller.
The Software Reseller Agreement contains the following clauses:
1. Definitions
2. Appointment and Licence
3. Intellectual Property Rights
4. Third Party Claims
5. Supplier's Obligations and Rights
6. Reseller's Obligations
7. Reseller's Support and Maintenance Obligations
8. Supplier's Support and Maintenance Obligations
9. Exclusions from Support and Maintenance
10. Warranty
11. Warranty Remedies
12. Limitation of Liability
13. Orders and Deliveries
14. Price
15. Confidentiality
16. Duration and Termination
17. Termination Consequences
18. Data Protection
19. Interpretation
20. Agency, Partnership
21. Amendments
22. Announcements
23. Assignment
24. Entire Agreement
25. Force Majeure
26. Notices
27. Schedules
28. Severance
29. Successors and Assignees
30. Waiver
31. Counterparts
32. Time of the Essence
33. Subcontracting
34. Language
35. Costs and Expenses
36. Set-off
37. Third Parties
38. Reservation of Rights
39. Retention of Title
40. Proper Law and Jurisdiction
And the following Schedules:
1. The Products
2. Price List
3. The Marks
4. Minimum Targets
5. Service Level Addendum
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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