Non-Exclusive Software
Reseller Agreement
This Non-Exclusive Software Reseller Agreement can be used by a Company engaged in
developing software products to grant non-exclusive, non-transferable and non-assignable
ocstoc Legal Agreements
license to an individual/entity called Reseller for the purposes of marketing, promoting and
reselling software products developed by it. This document spells out the important terms
and conditions governing the relationship between the Company and Reseller such as
License, Commission, Duties, Marketing, Confidentiality and Independent Contractor status.
ALL INFORMATION AND FORMS ARE PROVIDED “AS IS” WITHOUT ANY EXPRESS OR IMPLIED
WARRANTY, INCLUDING AS TO LEGAL EFFECT OR COMPLETENESS. They are for guidance and should be
modified by you or your attorney to meet your specific needs and the laws of your state. Use at your own
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Entire document © Docstoc, Inc., 2010, 2011
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Attorney Drafted
NON-EXCLUSIVE SOFTWARE RESELLER AGREEMENT
THIS NON-EXCLUSIVE SOFTWARE RESELLER AGREEMENT (the “Agreement”) is made
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 Nebraska (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
materials,
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.
Or
[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
order.
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
whatsoever.
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
Agreement;
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 Nebraska 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 Nebraska.
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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
COMMISSION STRUCTURE FOR PRODUCTS
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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
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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.
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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
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