Virginia 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 Virginia when engaging the
                             services of a reseller.
             ®




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                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, Company wishes to engage 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, Company and 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 __STATE__ (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.

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 the 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:


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Reseller will support end users by providing technical support by means of email and phone if
needed.

   c. Promotion:

Reseller shall use its best efforts in a professional and lawful manner to market and promote the
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.

   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:


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Reseller agrees not to use any of Company’s trademarks, trade names, service marks, corporate
names, or logos or those of its affiliates (the “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 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 will 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 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.

   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.



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                                                     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 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.

   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
   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.




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   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;

   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 that 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 __STATE__ 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 __STATE__.

10. Severability.



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   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]

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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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 Virginia when engaging the services of a reseller.
This document is also part of a package Essential Virginia Legal Documents 145 Documents Included