Kentucky Non-Exclusive Software Reseller Agreement


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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 Kentucky when engaging the
                             services of a reseller.

                           OTHERWISE, INCLUDING AS TO THEIR LEGAL EFFECT AND COMPLETENESS. They are for general guidance and should be modified by you or your
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as of _____ [Month] ___ [Date], 20__ [Year],            by and between ______________________
[Instruction: Insert the name of company employing services of reseller], with its principal
offices at ______________________ [Instruction: Insert the address of company employing
services of reseller] (hereinafter "Company"), and ___________________ [Instruction: Insert
the name of reseller], with registered address at _________________________ [Instruction:
Insert address of reseller] (hereinafter "Reseller"). Company and Reseller may individually be
referred to as “Party” and collectively as “Parties”.

   WHEREAS, the Company wishes to engage the Reseller to provide the services described
herein and Reseller agrees to provide the services for the compensation and otherwise in
accordance with the terms and conditions contained in this Agreement;

   NOW THEREFORE, in consideration of the foregoing, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, accepted and
agreed to, the Company and the Reseller, intending to be legally bound, agree to the terms set
forth below:

1. License Grant.
   Company grants Reseller a non-transferable, non-assignable license, without right to
   sublicense, within Kentucky (the “Territory”) to market, promote, and resell software
   products developed by Company as listed on Exhibit A (the “Products”), and use Company
   trademark, service mark and logo solely for its performance under this Agreement.      Reseller
   will place its orders for the Products directly with Company. All intellectual property rights,
   other than those expressly granted under this Agreement, that relate to the Products shall
   remain with Company.

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2. Commission Structure.
   Commission structure, for the Products is set forth on Exhibit B and is subject to change at
   any time, to take effect following at least ___________ (___) [◊ Ten (10)] days prior notice.
   Commission structure cannot be changed for Products sold and delivered prior to receipt of
   the change notice.

3. Duties of Reseller.
   a. Company Promotion: [If Applicable]
        Reseller agrees to promote Company Products on its own website with all the products
        Reseller carries as defined in Exhibit A. Reseller also agrees to add a link to Company
        Website ______________________ [Instruction: Insert the name of web page] on its
        home page.

   b. Technical Support:
        Reseller will support end users by providing technical support in the means of email and
        phone if needed.

   c. Promotion:
        Reseller shall use its best efforts in professional and lawful manner to market and
        promote Products to end users in the market, including by:
         i.   attendance by Reseller at trade shows at which Reseller promotes the Products,

       ii.    listing the Products in Reseller's product lists and Reseller's other marketing

       iii.   advertising the Products in trade journals, magazines, and other appropriate
              publications, and

       iv.    at Company's request, translating and distributing Company's press releases and
              other publicity and sales materials in the market.

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   d. Marketing:
         Reseller will at all times perform hereunder in a professional manner and in accordance
         with this Agreement and any guidelines issued by Company. Reseller will:
          i.   conduct business in a manner that reflects favorably at all times on the Products and
               the good name, goodwill and reputation of Company;

        ii.    avoid deceptive, misleading or unethical practices that are or might be detrimental
               to Company, the Products or the public, including but not limited to disparagement
               of Company or the Products;

        iii.   make no false or misleading representation with respect to Company or the
               Products; and

        iv.    make no representations with respect to Company or the Products that are
               inconsistent with Company's end user license agreement for the Products,
               promotional materials and other literature distributed by Company.

   e.     Licenses and Compliance with Laws:
         Reseller will, at its sole cost and expense, obtain all permits and licenses necessary in
         connection with its performance of this Agreement, and will comply with all applicable
         laws, rules and regulations in the performance of this Agreement.

   f. Trademarks and Publicity:
         Reseller agrees not to use any of Company’s trademarks, trade names, service marks,
         corporate names or logos or those of its affiliates (“Marks”) on any press release,
         advertising or marketing materials without Company’s prior written consent. Reseller
         agrees not to interfere or cause any third party to interfere with Company’s intellectual
         property rights. Reseller acknowledges that the use of the Marks is limited to the use set
         forth in this Agreement and that Reseller has not acquired and will not acquire any
         ownership rights therein. Reseller will not alter the text or graphics in any artwork
         provided by Company. Reseller acknowledges Company’s ownership of the Marks and
         agrees not to challenge such ownership rights and agrees that all use thereof inures to the

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       benefit of Company. Company has the right to discontinue or alter the form, shape or
       artwork of the Marks. Reseller will maintain high-quality standards in the use of the
       Marks and not publish illegal materials or engage in illegal business activities in
       conjunction with any use of the Marks. Reseller will not use the Marks to disparage
       Company, its Products or services, and agrees to abide by these terms and conditions. If
       Reseller is unable or unwilling to fully comply with these terms and conditions,
       Reseller’s rights to use any of the Marks will terminate and Reseller will immediately
       cease all use of the Marks. Company reserves the right to review any and all of Reseller’s
       use of the Marks to determine if such use is in compliance with this policy. Both Parties
       may publicly release information related to this Agreement only with the written consent
       of the other Party for each public statement or document.

4. Confidentiality
   [Instruction: Choose any one option]
   [This clause is in favor of both parties]
   In the performance of this Agreement, each Party may have access to confidential,
   proprietary or trade secret information owned or provided by the other Party ("Confidential
   Information"). All Confidential Information supplied by one Party to another pursuant to this
   Agreement shall remain the exclusive property of the disclosing Party. The receiving Party
   shall use such Confidential Information only for the purposes of this Agreement and shall not
   copy, disclose, convey or transfer any of the Confidential Information. Neither Party shall
   have any obligation with respect to Confidential Information which:
   a. is or becomes generally known to the public by any means other than a breach of the
       obligations of the receiving Party;

   b. was previously known to the receiving Party or received by the receiving Party from a
       third party, which was not subject to similar confidentiality obligations to the disclosing
       Party; or

   c. is independently developed by the receiving Party, without breaching the confidentiality
       obligations of this Agreement.

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   d. the provisions of this section shall survive the termination of the Agreement for any
       reason. Upon any breach or threatened breach of this section, Company shall be entitled
       to injunctive relief in addition to other remedies.


   [This clause is in favor of Company]
   Reseller acknowledges that during the course of this Agreement, it may acquire information
   regarding Company or its affiliates, its business activities and operations or those of its
   customers and suppliers, and its trade secrets including without limitation its customer lists,
   prospective customers, rates, network configuration, traffic volume, financial information,
   computer software, service, processes, methods, knowledge, research, development or other
   information of a confidential and proprietary nature (hereinafter “Confidential Information”).
   Reseller shall hold such information in strict confidence and shall not reveal the same, except
   for any information which is:
   a. Generally available to or known to the public;

   b. Known to such Party prior to the negotiations leading to this Agreement;

   c. Independently developed by such Party outside the scope of this Agreement; or

   d. Lawfully disclosed by or to a third party or tribunal. Reseller may disclose the
       Confidential Information pursuant to any judicial or governmental request, requirement
       or order provided, however, Reseller takes all necessary steps to provide prompt and
       sufficient notice to Company so that Company may contest such request, requirement or

   The Confidential Information of Company shall be safeguarded by Reseller to the same
   extent that it safeguards its own confidential materials or data relating to its own business and
   Reseller agrees to limit access to such Confidential Information to employees, agents or

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   representatives who have a need to know such information in order to perform the
   obligations set forth in this Agreement and further the matter of mutual interest described
   herein. The Parties agree that an impending or existing violation of these confidentiality
   provisions would cause Company irreparable injury for which it would have no adequate
   remedy at law, and agree that Company may be entitled to obtain immediate injunctive relief
   prohibiting such violation, in addition to any rights and remedies available to it.

5. Independent Contractor
   Nothing contained in this Agreement shall create or imply any agency relationship between
   the Parties, nor shall this Agreement be deemed to constitute a joint venture or partnership
   between the Parties. Neither Party shall have authority to act for or on behalf of the other,
   except as expressly provided for in this Agreement. Each Party acknowledges and agrees that
   it is not authorized to bind the other Party to any contract or agreement of any nature

6. Terms & Termination
   This Agreement shall become effective on the date it is signed by Company. Thereafter this
   Agreement shall continue until a Party shall give notice to the other Party of its desire to
   terminate this Agreement upon at least ___________ (___) [◊ thirty (30)] days prior written
   notice unless otherwise terminated as follows:

   a. By Company, upon ___________ (___) [◊ thirty (30)] days written notice;

   b. By Company immediately upon notice if Reseller breaches any provision of this

   c. There is an instituted bankruptcy or insolvency proceeding against Reseller, which is not
       vacated within ___________ (___) [sixty (60)] days from the date of filing;

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   d. Reseller institutes a voluntary bankruptcy or insolvency proceeding, or otherwise
       becomes insolvent ;

   e. Reseller makes an assignment of all or part of its assets for the benefit of creditors;

7. Assignment
   Neither this Agreement nor any rights or obligations of Reseller hereunder shall be
   assignable or transferable by Reseller, in whole or in part, by operation of law or otherwise,
   without the prior written consent of Company. Any attempted assignment, subcontract or
   other transfer of this Agreement or any of Reseller's rights or obligations hereunder will be
   void ab initio and will be considered a material breach of this Agreement. This Agreement
   shall be binding upon and inure to the benefit of the Parties hereto and their permitted
   successors and assigns.

8. Indemnification by Reseller
   Reseller will indemnify, defend and hold harmless Company from and against any and all
   claims, damages and expenses (including reasonable attorneys' fees and costs of litigation) by
   any third party resulting from any acts or omissions of Reseller relating to its activities in
   connection with this Agreement, Reseller's breach of this Agreement, or Reseller's
   misrepresentations relating to Company, the Products or this Agreement, regardless of the
   form of action. Reseller will be solely responsible for any claims, warranties or
   representations made by Reseller or Reseller's representatives or agents which differ from the
   warranties provided by Company in the applicable end user license agreement.

9. Governing Law/Jurisdiction
   This Agreement shall be construed in accordance with and governed for all purposes by the
   laws of Kentucky applicable to contracts executed and wholly performed within such
   jurisdiction. Any dispute arising hereunder shall be referred to and heard in only a court
   located in Kentucky.

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10. Severability
   If any provision of this Agreement is found by a court of competent jurisdiction to be
   unenforceable, that provision shall be severed and the remainder of this Agreement shall
   continue in full force and effect.

11. Force Majeure
   Neither Party shall be liable for any loss, damage, 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]

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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]

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                                            EXHIBIT A

                                    COMPANY PRODUCTS

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                                            EXHIBIT B


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