DEALER AGREEMENT
THIS DEALER AGREEMENT (this “Agreement”) is made as of the date shown below, by and
between ___________________________, a ________________________ corporation with its principal
place of business at ______________________________ (hereinafter “Supplier”), and the party signing as
“Dealer” at the end of this Agreement.
The parties hereto agree as follows:
Article 1
DEFINITIONS
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When used in this Agreement, the capitalized terms listed below shall have the following
meanings:
1.1 “Product(s).” Sealed software packages composed of (a) the computer programs encoded on
software diskettes in the form generally released by Supplier to the retail channel, as described in
Exhibit A hereto [to be created by document user) and (b) the user guides, reference manuals, and
other materials developed by Supplier for distribution and use in combination with such computer
programs.
1.2 “Quota.” The target volume given annually by Supplier to Dealer, stated in terms of Product units
Product
to be acquired each month.
Article 2
LICENSE
2.1 Supplier hereby grants to Dealer, and Dealer hereby accepts from Supplier, an irrevocable,
nontransferable, non-exclusive right and license to distribute the Products solely to Dealer’s direct
end-users. Dealer shall have no right whatsoever to receive, review, or otherwise use or have
access to the source code for the Products, which are permitted to be distributed by Supplier in
object code only.
2.2 Supplier reserves the right to discontinue developing, producing, licensing, or distributing any of
the Products and to modify, replace, or add to the Products in its discretion at any time.
2.3 Without the prior written consent of Supplier, Dealer shall refrain from copying, reverse
engineering, disassembling, decompiling, translating or modifying the Products, or granting any
other person or entity the right to do so.
Article 3
DISTRIBUTION QUOTA
3.1 Dealer shall use its best efforts each month to distribute Products in quantities at least meeting the
Quota established for Dealer each year.
Article 4
PACKAGING
4.1 Distributor shall distribute all packaging, warranties, disclaimers, and end- user agreements intact
as shipped by Supplier and shall require all customers to adhere to the terms of the end-user
agreements applicable to the Products.
Article 5
QUALIFICATIONS
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5.1 To qualify as a Dealer under this Agreement, Dealer must be willing to provide its customers with
certain value-added support services in a mutually agreeable service area, including storefront or
walk-in customer access, telephone availability, and support and training services for all Products
distributed by Dealer in such area. Dealer shall also satisfy the Eligibility Guidelines established
by Supplier from time to time. The current Eligibility Guidelines are hereto attached as Exhibit B.
Article 6
LABELS
6.1 This Agreement applies to “Supplier” brand Products. Unless otherwise agreed by Supplier in a
separate agreement, Dealer shall use Supplier’s specified trademark only for purposes of
advertisement, promotion, and sale of the corresponding Products and for no other purposes.
Dealer shall use such trademark in accordance with the guidelines established by Supplier from
time to time. Dealer shall not use any of Supplier’s trademarks, service marks, logos or slogans in
any manner likely to confuse, mislead, or deceive the public, or to be adverse to the best interests
of Supplier.
Article 7
TRAINING
7.1 Supplier will provide initial training at its training facility in accordance with the provisions of
Supplier’s customary training program.
Article 8
PRICES
8.1 The unit prices for the Products shall be as set forth in Supplier’s Dealer Price Schedule, as issued
by Supplier from time to time. Supplier shall have the right to change the unit price from time to
time for any Products not yet the subject of an order submitted and accepted hereunder, on 60
days’ prior notice. Dealer is free to determine its own resale prices for the Products. Although
Supplier may publish suggested list prices, these are suggestions only and not binding in any way.
Article 9
PAYMENT
9.1 At the time of Dealer’s submission of each order in excess of $1000, Dealer shall provide Supplier
with an irrevocable, transferable letter of credit with respect to the price of such order in the form
provided by, or reasonably satisfactory to, Supplier and having the following characteristics. Each
letter of credit shall be issued or confirmed by a bank organized and doing business in the United
States that has capital, surplus, and retained earnings of at least $ _______ million and has long-
term debt rated by Moody’s Investors Services, Inc., or Standard & Poor’s Corporation in one of
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the _____ highest rating categories, and advice of its issuance shall be given to Supplier
through_________ or such other bank as may be approved by Supplier. Each letter of credit shall
provide for payment of the entire purchase price in U.S. dollars against proof of release of the
order from Supplier’s or its manufacturer’s warehouse accompanied by a copy of Supplier’s
invoice. Dealer shall provide Supplier with supplemental letters of credit having substantially
similar terms to cover any increase in price or extension of payment that may arise by mutual
agreement of Dealer and Supplier.
9.2 Payment for lesser orders shall be pursuant to sight draft or wire transfer of immediately available
Product
funds.
9.3 All payments not received by their due date shall carry a late charge equal to .5 percent for every
10 days or portion thereof during which the amount is outstanding or $50.00, whichever is greater.
Article 10
PROCEDURES
10.1 Dealer shall prepare and provide Supplier with order forecasts and submit orders to Supplier in
accordance with the procedures established by Supplier from time to time.
10.2 No order shall be binding on Supplier unless accepted. Acceptance shall occur only through
Supplier’s written confirmation or shipment. Shipment may be partial, but shall nonetheless
indicate full acceptance subject to prompt completion of shipment.
10.3 No order may be canceled by Dealer unless not accepted within _______ days of Supplier’s
receipt of such order.
10.4 Any terms or conditions appearing on the face or reverse side of any order, acknowledgment, or
confirmation that are different from or in addition to those required hereunder shall not be binding
on the parties, even if signed and returned, unless both parties hereto expressly agree in a separate
writing to be bound by such different or additional terms or conditions.
Article 11
DELIVERY
11.1 Risk of loss or damage for the Products shall be considered to pass to Dealer upon release of the