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Non-Exclusive Software Reseller Agreement

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Non-Exclusive Software Reseller Agreement Powered By Docstoc
					This is an agreement that can be used by a company engaged in developing software
products to grant a non-exclusive license. Under the agreement, the company will grant
a non-exclusive, non-transferable and non-assignable license to an individual or entity
(the “Reseller”) for the purposes of marketing, promoting and reselling software
products. The agreement includes all of the essential terms and conditions of the
relationship, such as license, commission, duties, marketing, confidentiality and
independent contractor status. This document should be used by small businesses or
other entities that develop software and want to grant a non-exclusive license to resell
and market the software.
                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 _________________ (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 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:



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        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.
    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
        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 us
				
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Description: This is an agreement that can be used by a company engaged in developing software products to grant a non-exclusive license. Under the agreement, the company will grant a non-exclusive, non-transferable and non-assignable license to an individual or entity (the “Reseller”) for the purposes of marketing, promoting and reselling software products. The agreement includes all of the essential terms and conditions of the relationship, such as license, commission, duties, marketing, confidentiality and independent contractor status. This document should be used by small businesses or other entities that develop software and want to grant a non-exclusive license to resell and market the software.