Software Distribution Contract

The Software Distribution Contract is designed for use in a business-to-business (B2B) relationship where one company ("distributor") is selling or otherwise supplying computer hardware to third parties and that distributor requires software produced or provided by another company ("supplier") for installation and use on that hardware. The wording in this template provides for the appointment of the distributor to be on a non-exclusive basis but it can be adapted by suitable additional wording for use on an exclusive basis.

If you wish to use this document in a scenario that involves personal data, you can use the Clauses that have been included in the document as optional Clauses, if they are appropriate.

The data protection provisions in this document have been updated with reference to the UK GDPR.

Important aspects of the relationship 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 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 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. 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 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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