Software Distribution Agreement Template

Software Distribution Contract


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 GDPR & Data Protection Group.

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

Key aspects of the distributorship are addressed in detail. The 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 rests on the distributor.

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

When dealing with liability and indemnity, while favouring the supplier, this contract 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 conditions, the supplier agrees to defend the distributor against any IP infringement claims concerning the software that may be brought against the distributor by a third party.

Other important clauses address confidentiality, termination and expiry, the relationship between the supplier and distributor, and a range of standard (“boilerplate”) contractual points. It is important to note that a considerable amount of detail (the specifics of a particular arrangement, that is) must be added to this template when using it. A number of schedules are therefore also included with references thereto throughout the template.

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 Commercial Agreements group.

This Software Distribution Contract 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. 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

This Software Distribution Contract 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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