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
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
b. Technical Support:
Reseller will support end users by providing technical support in the means of email and
phone if needed.
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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
iii. advertising the Products in trade journals, magazines, and other appropriate
iv. at Company's request, translating and distributing Company's press releases and
other publicity and sales materials in the market.
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
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