Idaho Non-Exclusive Software Reseller Agreement

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Idaho Non-Exclusive Software Reseller Agreement Powered By Docstoc
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                             This Non-Exclusive Software Reseller Agreement is used by a company engaged in
                             developing software products to grant a non-exclusive, non-transferable and non-
                             assignable license to a reseller for the purposes of marketing, promoting and reselling its
                             software products. This document contains the material terms and conditions governing the
                             relationship between the company and reseller such as provisions regarding licensing,
                             commission, duties of the reseller, confidentiality and independent contractor status. This
                             agreement should be used by software developers located in Idaho when engaging the
                             services of a reseller.
             ®




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              NON-EXCLUSIVE SALES REPRESENTATIVE AGREEMENT

THIS NON-EXCLUSIVE SALES REPRESENTATIVE AGREEMENT (hereinafter
“Agreement”) is effective as of _____ [Month] _____ [Date], 20_____, by and between
________________________ [Instruction: Insert the name of company/entity], a
________________________ [Instruction: Insert the type of entity] having its principal place
of business at ________________________ [Instruction: Insert the address of company]
(hereinafter “Company”) and ________________________ [Instruction: Insert the name of
sales         representative]         with      its      principal         office         at
_______________________________________________[Instruction: Insert address of sales
representative] (hereinafter “Representative”).

WHEREAS, Company is engaged in developing, marketing and sale of certain materials,
products and/or services;

WHEREAS, Representative wishes to sell materials, products and/or services developed by the
Company in exchange for a commission and other forms of compensation;

WHEREAS, Company desires to appoint Representative and Representative agrees to act for
the Company as its non-exclusive sales Representative;

NOW THEREFORE, each of Company and Representative wish to enter into this Agreement
on the terms and conditions set forth below:

1. REPRESENTATIVE AGREES TO THE FOLLOWING TERMS AND CONDITIONS:

a.   To represent and sell only those materials, products and/or services, developed by
     Company, in the geographic area as specified in Exhibit A hereunder;

b.   To accurately represent and disclose Company policies to all potential and present clients of
     Company;

c.   To promptly communicate to Company receipt of any orders placed by the clients with
     Representative;

d.   To notify the sales manager of the geographic area of any and all issues concerning
     Company’s clients within the said geographic area;

e.   To contact Company via telephone or electronic mails with reasonable frequency to discuss
     sales activity within the geographic area;

f.   To make no representations, warranties or commitments binding Company without
     Company's prior consent. Representative will execute no agreement on behalf of Company;

g.   Representative shall indemnify and hold Company harmless of and from any and all claims
     or liability arising as a result of negligent, intentional or other acts of Representative or his
     agent or representatives.



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h.        To give Company __________ (__) [thirty (30)] days notice should Representative desire
          to terminate this Agreement and to promptly return all sales materials, products and/or
          services, literature and samples provided by Company to Representative.

2. COMPANY AGREES TO THE FOLLOWING TERMS AND CONDITIONS:

a. To pay commission to Representative in the following manner:

     i.     ________________ % of all prepaid sales; and

 ii.        ________________ % of all credit sales; [Instruction: Insert the commission to be
            paid to Representative]

            provided that, commissions paid on refunds to clients shall be deducted from future
            commissions to be paid to Representative by Company;

b. To provide Representative with reasonable quantities of business cards, brochures, catalogs,
   marketing literature and any product samples required for sales purposes;

c. To set minimum quotas after consultation with Representative;

d. Company shall indemnify and hold Representative harmless of and from any and all liability
   attributable solely to the negligent, intentional or other acts of Company, its employees,
   agents or representatives;

e. To give Representative __________ (__) [◊ thirty (30)] days notice should Company wish to
   terminate this Agreement;

f. To pay commissions to Representative due on sales from clients procured by Representative
   for a period of __________ (__) [◊ six (6)] months even after this Agreement is terminated
   by either party.

GENERAL TERMS AND CONDITIONS FOR BOTH PARTIES:

a. Notices shall be sent to the following address:



       For Company:                     _____________________________________

                                        _____________________________________

                                        _____________________________________

                                        _____________________________________




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                                       For Representative:
                                              _____________________________________

                                       _____________________________________

                                       _____________________________________

                                       _____________________________________

b. This Agreement constitutes the entire agreement, and supersedes any prior understanding or
   representation of any kind preceding the date of this Agreement. There are no other promises,
   conditions, understandings or other agreements, whether oral or written, relating to the
   subject matter of this Agreement.

c.    To the extent that any provision hereof is deemed unenforceable, all remaining provisions of
     this Agreement shall not be affected thereby and shall remain in full force and effect.

d. The waiver by Company of a breach of any provision of this Agreement by Representative
   shall not operate as a waiver of any subsequent breach by Representative. No waiver shall be
   valid unless placed in writing and signed by an authorized officer of Company.

e. If any provision, paragraph or subparagraph of this Agreement is adjudged by any lawful
   court to be void or unenforceable, in whole or in part, such adjudication shall not be deemed
   to affect the validity of the remainder of this Agreement. Any other provision and paragraph
   is declared to be separable from every other provision, paragraph and subparagraph and
   constitutes a separate and distinct covenant.

f. This Agreement shall be construed in accordance with, and governed in all respects by, the
   laws of the State of Idaho, without regard to conflicts of law principles. The parties further
   agree and consent that venue of any action hereunder shall be exclusively in the county of
   ________________________ [Instruction: Insert the County].

IN WITNESS WHEREOF, each of Company and Representative has executed this Agreement
as of the date first above written.

        For Company:                                           For Representative:



      ____________________________                          ____________________________

            [Signature]                                             [Signature]



      ____________________________                          ____________________________

           [Print Name]                                            [Print Name]



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                                                 Exhibit A




© Copyright 2011 Docstoc Inc. registered document proprietary, copy not   5
INFORMATION AND FORMS ARE PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND
INCLUDING WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OF INTELLECTUAL PROPERTY, OR FITNESS FOR
ANY PARTICULAR PURPOSE. IN NO EVENT SHALL DOCSTOC, INC., OR ITS AGENTS, OFFICERS, ATTORNEYS, ETC., BE
LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS,
BUSINESS INTERRUPTION, LOSS OF INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE THE MATERIALS,
EVEN IF DOCSTOC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. They are for guidance and should be modified by
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can always correctly fit every circumstance.

Note: Carefully read and follow the Instructions and Comments contained in this document for your customization to suit your specific
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          © Copyright 2011 Docstoc Inc. registered document proprietary, copy not                                              6
, nor penalty arising from delay due to
   causes beyond its reasonable control.




12. Miscellaneous
   a. All notices, requests, demands or other communications which are required to be given
       pursuant to the terms of this Agreement will be in writing and will be deemed to have
       been duly given when received. The notices shall be sent to the addresses as set forth
       above and to the attention of the signatories of this Agreement, or to such other address
       (es) or individual(s) as the Parties may specify in writing from time to time.


   b. This Agreement can be modified, supplemented or amended only by a written agreement
       executed by both Parties.


   c. The Parties have executed this Agreement on a principal to principal basis.[Optional]




© Copyright 2011 Docstoc Inc. registered document proprietary, copy not                 9
IN WITNESS WHEREOF, the Parties hereto, intending to be legally bound hereby, do hereby
execute this instrument, with each signatory warranting its authority to enter into this Agreement
on behalf of the Party it represents.


Signed this _____ [Month] _____ [Date], 20____.




For: COMPANY                                         For: RESELLER




Signed:_________________________________ Signed:_______________________________
Name: _________________________________ Name: _______________________________
Title: __________________________________ Title: ________________________________
_____ [Month] ___ [Date], 20__ [Year]                _____ [Month] ___ [Date], 20__ [Year]




© Copyright 2011 Docstoc Inc. registered document proprietary, copy not               10
                                            EXHIBIT A


                                    COMPANY PRODUCTS




© Copyright 2011 Docstoc Inc. registered document proprietary, copy not   11
                                            EXHIBIT B


                       COMMISSION STRUCTURE FOR PRODUCTS




© Copyright 2011 Docstoc Inc. registered document proprietary, copy not   12
Note: Carefully read and follow the Instructions and Comments contained in this document for
your customization to suit your specific circumstances and requirements. You will want to
delete the Instructions and Comments from open bracket (“[“) to close bracket (“]”) after
reading and following them. You (or your attorney) may want to make additional modifications
to meet your specific needs and the laws of your state

◊Where within this document you see this symbol: ◊ or an instruction states “Insert any number you choose◊,”
or something similar, or there is a blank for the user to complete, please note that although Docstoc believes the
information or number may be any that the user chooses, and that there is no law governing what the
information or number should be, you might want to verify this, including by consulting with your own attorney
practicing in your state, and be reasonable.

INFORMATION AND FORMS ARE PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTY
OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OF
INTELLECTUAL PROPERTY, OR FITNESS FOR ANY PARTICULAR PURPOSE. IN NO EVENT SHALL
DOCSTOC, INC., OR ITS AGENTS, OFFICERS, ATTORNEYS, ETC., BE LIABLE FOR ANY DAMAGES
WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS
INTERRUPTION, LOSS OF INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE THE
MATERIALS, EVEN IF DOCSTOC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Your use of this document is deemed to be your agreement to the foregoing, the disclaimers on the cover page,
and      that      you     have      read     and     agree       to     our       Terms       of     Service
(http://www.docstoc.com/popterm.aspx?page_id=15), as well as our disclaimer that Legal information is not
legal      advice,     and       the      important      content       available       here: Read       More
(http://www.docstoc.com/popterm.aspx?page_id=114)




© Copyright 2011 Docstoc Inc. registered document proprietary, copy not                             13
				
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Description: This Non-Exclusive Software Reseller Agreement is used by a company engaged in developing software products to grant a non-exclusive, non-transferable and non-assignable license to a reseller for the purposes of marketing, promoting and reselling its software products. This document contains the material terms and conditions governing the relationship between the company and reseller such as provisions regarding licensing, commission, duties of the reseller, confidentiality and independent contractor status. This agreement should be used by software developers located in Idaho when engaging the services of a reseller.
This document is also part of a package Essential Idaho Legal Documents 145 Documents Included