VAR Distribution Agreement

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									A Value Added Reseller (“VAR”) is an individual or business that adds features to an
already existing product and sells that altered product to consumers. This particular
agreement is between a creator of computer software and a value added reseller. This
agreement covers the terms of the relationship, the pricing terms, the product changes,
delivery, termination, licenses, warranties, and more. This agreement can be used by
individuals or small businesses that add value to an existing product and want to enter
into an agreement with the developer to sell the product.
               VALUE ADDED RESELLER DISTRIBUTION AGREEMENT

This VALUE ADDED RESELLER AGREEMENT ("Agreement") made on
____________________ [date], between ____________________ with a place of
business at ____________________ (the "Creator"), and ____________________ with
a place of business at ____________________ (“Value Added Reseller” or “VAR”).

Whereas, Creator develops software and markets the software to end-customers and
value added resellers.

Whereas, VAR adds value to existing software products, and markets the value-added
product to end-customers.

Whereas, Creator desires to grant, and VAR desires to receive, a license to specific
products of Creator as set forth in Exhibit A (“Products”), in order to add value to such
products and market those products to end-customers pursuant to this Agreement.

It is therefore agreed:

1. Nonexclusive Relationship.

VAR shall be a nonexclusive value-added reseller of the Products within the following
area: ______________________________________________ [set forth Area]
(“Area”). Creator reserves the right to designate such additional value-added resellers in
the Area, and elsewhere, as Manufacturer in its discretion deems desirable. In its sole
discretion, Creator may, from time to time, sell and offer to sell the Products directly in
the Area and elsewhere.

2. Pricing Terms.

Prices for the Products and related terms are set forth in detail in Exhibit A. Creator
reserves the right to change the terms set forth in Exhibit A for any subsequent renewal
of this Agreement after the initial term. Creator shall give written notice to of any change
to VAR at least _____________ (___) days before the change is to take effect.

3. Product Changes Including Upgrades.

Creator has the right to modify or amend the Products at any time in Creator’s sole
discretion. VAR will accept such modifications. For any formal upgrade to the Products,
Creator must give least _____________ (___) days written notice of the upgrade to
VAR. Any copyright notice within the Products must not be removed by VAR.

4. Delivery.

        A. VAR shall use its regular purchase form when purchasing Products from
           Creator. In the event that any terms on the purchase form conflict with the


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             terms in this Agreement, the terms in this Agreement shall govern. VAR’s
             purchase form shall set forth (i) the Product or Products to be purchased, (ii)
             the appropriate purchase price, (iii) the requested ship date, (iv) state the
             appropriate tax exemption certificate number, or include a blanket tax
             exemption certificate form for Creator’s files when examined by tax
             authorities, and (v) _______________________ [insert any additional
             items that should be included in the purchase form].

        C. Shipment of the Products that have been purchased by VAR shall be made
           prepaid to the VAR. In Creator’s sole discretion, Creator may make partial
           shipments. Each shipment by VAR shall be considered a separate order and
           payment is due according to the terms of that individual shipment. Upon
           receipt of the Products, VAR will be deemed to have received license to the
           Products. All risk of loss and costs for the Products after receipt shall be the
           responsibility of VAR, however, Creator still possesses all related rights,
           including property and any intellectual rights in the Products.

        D. VAR shall have the right to inspect the goods upon receipt of Products for
           _____________ (___) days (“Test Period”). If VAR fails to inspect the goods
           within _____________ (___) days, it will be deemed to have waived
           inspection and to have unequivocally accepted the goods. VAR may inspect
           the goods at its own expense in any reasonable manner it chooses. Once
           VAR has inspected the goods or waives inspection, VAR shall not be able to
           revoke acceptance or later reject the goods. Once the goods are delivered to
           Buyer, the sale shall be deemed final and conclusive. If VAR finds a defect in
           the Products and notifies Creator within the Test Period, Creator may repair,
           replace or accept return of the Product or apply a Credit to VAR’s account.

        E. Any purchase orders sent subsequent to the formation of this Agreement shall
           be subject to the terms of this Agreement and to the acceptance of Creator.
           VAR must pay all invoices received form Creator within _____________ (___)
           days of receipt of the invoice. VAR shall pay any sales, use, excise or similar
           tax that applies to the transactions under this Agreement. VAR shall reimburse
           Creator for these costs in the event that Creator covers these costs.

5. Termination, Changes and Cancellations.

Any notice of termination of this Agreement shall constitute a cancellation of all purchase
orders that have not already shipped from Creator. Termination does not release VAR
from any debt or other liability which VAR may then have with Creator. Prior to shipping
and within _____________ (___) days of the placement of the purchase order, VAR
may cancel a purchase order, but will be subject to a cancellation fee of ____________
percent (%____). If Creator has already shipped the Products, VAR is responsible for
the full payment subject to inspection. Each party agrees that these terms for payment
and cancellation are reasonable and fair.




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6. License.

        A. Creator grants to VAR a nonexclusive license to the Products subject to the
           conditions of this Agreement. VAR is hereby permitted to use the Products in
           conjunction with VAR’s other Software or hardware for the use of increasing
           the value of such software or hardware for sale to end consumers. It is not
           permissible for VAR to use the Products for its own internal business. Unless
           it is expressly stated in this Agreement, VAR may not copy or distribute the
           Products.


        B. VAR is allowed to grant a limited, nonexclusive license to its end customers
           who purchase the end product from VAR. The sublicense of the product by
           VAR must be in writing and approved by Creator prior to execution. The
           sublicense shall include the following points:

             (i)   Sublicensee shall not copy, change or modify any aspect of the Product.

             (ii) Sublicensee shall at no point gain any ownership in the Product.

             (iii) VAR shall handle all issues that arise with the Sublicensee directly and
                    shall not include the Creator in such discussions.

             (iv) ________________________________ [insert any additional terms]

        C.      VAR is required to assist Creator in protecting Creator's rights and title in the
               Products, if any issues arise with Sublicensee, for example failing to perform
               any material obligation with respect to the sublicense agreement with VAR.

7. Non-disclosure and Confidentiality.

All materials relating to software computer programs, computer codes, marketing plans,
business plans, financial information, flow charts and other data ("Confidential
Information") that one party has provided and identified to the other party as confidential
are proprietary to that party. Such materials have been developed at that party’s
expense and contain trade secrets. Each party shall receive all such proprietary
materials in complete and strict confidence, and shall exercise reasonable care to
maintain such confidentiality, except that VAR may sublicense said materials pursuant to
this Agreement. Neither party will be liable for disclosure of information that is (i)
generally known to the public, (ii) previously known by the receiving party, and (iii)
independently developed by the receiving party.

8. VAR Organization of Sales.

VAR specifically agrees to the following, in order to perform satisfactorily under this
Agreement:



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        A. Hire and work with competent employees at VAR’s place of business, so that
            VAR conducts his business in an ethical and efficient manner.

        B. Attend any training sessions offered by the Creator, and stay on top of all
            updates that affect the Products.

        C. Hire adequate staff to handle all customer inquiries, orders, and sales.

        D. Maintain, for demonstrations enough equipment and other relevant resources
            to properly demonstrate the Products.

        E. Give prompt and reliable technical support to VAR's end-customers.

        F. Operate VAR’s business in a professional manner that reflects well on Creator.

        G. Allow Creator to enter the premises of VAR to ensure that VAR is complying
            with the terms under this paragraph. .

9. Creator Assistance with Sales.

Creator shall provide assistance to VAR as necessary and appropriate to assist VAR in
fulfilling its obligations under this Agreement. Creator shall assist VAR with promotion
and sales of Products to end-customers, including making available sales promotion
materials, technical manuals, sales aides and other materials helpful in the promotion or
sales of the Products.

10.   Limited Warranties.

Creator represents and warrants that Creator is the exclusive owner of the Products and
all associated materials therewith, free and clear of all liens, encumbrances, security
interests or rights of any other party whatsoever. Creator represents that Creator has full
authority to grant the license to VAR under this Agreement, and otherwise perform all
obligations set forth herein. Creator represents that the media that contains the
Products is free of defects for a period of ____________ (___) days following receipt of
shipment. If the media is defective, Creators sole responsibility is to replace the media.
Creator, further, represents that, for a period of ____________ (___) days after receipt
of the Products by VAR, each Product will perform to the specifications set forth by
Creator. If for any reason, the specifications are not met, Creator is only responsible for
replacing the Product.

11. Creator Disclaimer.

IT IS EXPRESSLY UNDERSTOOD THAT THE WARRANTIES SET FORTH IN
SECTION 10 SHALL BE IN LIEU OF ANY AND ALL OTHER WARRANTIES,
INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR USE.
THE SOLE RESPONSIBILITY OF THE CREATOR SHALL BE ITS REPLACEMENT
OBLIGATIONS CONTAINED IN SECTION 10.


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12.   Indemnification.

         A. VAR shall save Creator harmless from and indemnify it against any loss by
            way of any loss, suit, damage or claim in relation to the sale, sublicense or
            use of any of the Products under this Agreement.

         B. Creator shall, at its own expense, shall save VAR harmless from and
            indemnify it against any loss by way of infringement claims of any US patent,
            trademark or copyright related to the Product, provided that:

                      i. the alleged infringement is only related to the Product, and not any
                          alteration thereof.

                      ii. VAR give Creator notice of any such claim within 5 days of receipt
                           of such claim.

                      iii. VAR cooperates with Creator by providing all necessary information
                            to Creator, and encouraging end-customers to provide assistance
                            to Creator.

13. Relationship of the Parties.

The parties’ relationship under this Agreement shall be that of independent contractors,
and not that of an agent, employee, joint venture or partner. Each party has no authority
to create any obligation on the part of the other party.

14. Use of Trademarks.

        A. During the this Agreement, and subject to the terms and conditions of this
            Agreement, VAR shall be granted a non-exclusive license to utilize the
            trademarks, trade name and service marks of the Creator (“Licensed Marks”)
            for the sole purpose of receiving the rights and benefits granted to VAR
            hereunder. VAR shall not make or permit alteration identifying marks that are
            placed by Creator on or within the Software program of any product. VAR will
            not use Creator's trade names or abbreviations in VAR's title, or name or in
            any way that might result in confusion as to separate and distinct identities of
            Creator and VAR. Creator shall remain the sole owner of all Licensed Marks
            and other intellectual property rights granted to VAR pursuant to this
            Agreement. Upon the end of this Agreement all rights of VAR to use Licensed
            Trademarks will cease. All uses of the Licensed Marks by VAR must be
            approved in advance in writing by the Creator. VAR agrees not to contest or
            take any action in opposition to any trademark, serviceman, trade name or
            logo of Creator or attempt to register any similar trademark to the Licensed
            Marks.



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        B. The Licensed Marks shall only apply to products that are in accordance with
            the standards set forth in Creator's trademark use specifications and product
            control specifications ("Control Specifications"). Such Control Specifications
            shall be sent to VAR promptly upon the execution of this Agreement. Creator
            shall have the right to examine VAR’s products to make sure that VAR is
            adhering to the Control Specifications.

15. Term and Termination.

This agreement shall remain in force until either party gives to the other party
____________ (___) days’ written notice by mail of its intention to terminate, during
which time VAR shall continue to sell the Products in its possession in accordance with
this agreement. This agreement shall terminate upon the expiration of such 30 days.
Notwithstanding the foregoing, Creator may terminate this agreement without prior
notice in the event that Consignee violates any term of this agreement or if Creator
becomes dissatisfied with the financial stability of VAR, and in either such event Creator
may remove all Products from Consignee's premises. Upon Creator’s termination of this
agreement, VAR shall return all Products to Creator at ______________________
[insert location].

16. Notices.

All notices shall be sent by registered or certified mail to the party to be notified, at the
addresses stated below, or at such other addresses as either party shall designate by
notice in writing.

Creator: _____________________________________________________.

VAR: ___________________________________________________.

17. No Waiver.

The waiver by either party of a breach of any provision of this Agreement shall not
operate, or be construed, as a waiver of any subsequent breach.

18. Entirety of Agreement.

This Agreement constitutes the entire agreement between the parties and supersedes
all prior agreements or understandings between the Creator and VAR.

19. Applicable law. This Agreement shall be governed by, and construed and enforced
in accordance with, the laws of _______________ State without regard to conflicts of
law principles.

20. Headings.

The headings have been inserted for convenience only and are not to be considered


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when interpreting the provisions of this Agreement.

21. Severability.

In the event that any paragraph or provision of this Agreement is held to be illegal,
invalid or unenforceable by any court of competent jurisdiction, such holding will not
affect the validity or enforceability of the remaining paragraphs or provisions. To the
extent that any paragraph or provision is rendered unenforceable because it is overly
broad, that paragraph or provision shall be limited to the extent required by applicable
law and enforced as so limited.


In Witness whereof, the parties have executed this Agreement as of the date first written
above.

Creator
By: _________________
its: _______________


Value Added Reseller (VAR)
By: _________________
its: _______________




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Exhibit A: VAR Price, Products, and Terms Schedule




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Value-Added Reseller Agreement
                                                 Check List

The check list is provided to help you prepare the VAR Agreement and negotiate the
terms appropriate for your business. The Value-Added Reseller Agreement provides for
a software Creator to sell its programs to a reseller, who then may combine the
programs with other software or hardware

    1. Print at least two copies.
    2. Both parties retain an original.




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