Software Reseller Agreement

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					                           Software Reseller Agreement

        This Agreement is made and entered into this           day of         , 20
(the "Effective Date") by and between                                   (“Supplier”) and
                               (“Reseller”);


1.     Scope of Agreement

        (a)     Supplier grants Reseller, subject to the limitations and restrictions of this
Agreement, a non-transferable, non-exclusive license to market and distribute the
product(s) set forth in the Products and Prices Document, hereafter referred to as the
“Products”, within the geographical and/or commercial market boundaries defined as
the hereafter referred to as the “Distribution Area”. Reseller will not seek customers for
the Products outside of the Distribution Area, (without prior agreement from Supplier),
nor shall Reseller establish any branch or maintain any distribution depot for the
Products outside of the Distribution Area.

        (b)    Reseller is appointed to distribute the Products ‘as is’ and may not
translate or modify any portion of the Products or associated documentation and
packaging in any way without prior written authorization from Supplier.

       (c)     Reseller shall only market the Products under the names used for them by
Supplier.

         (d)      Reseller shall be deemed to include any subsidiary or affiliate of Reseller.
“Subsidiary” shall mean a company in which, on a class by class basis, more than fifty
percent of the stock entitled to vote for the election of directors is now or hereafter
owned or controlled by Reseller, but only (i) so long as such ownership and control
exists; (ii) if the subsidiary expressly agrees in writing to assume all the obligations this
Agreement imposes on Reseller; and (iii) if Reseller in writing guarantees the
subsidiary’s fulfillment of its obligations under this Agreement. “Affiliate” shall mean a
company which controls Reseller as of the Effective Date of this Agreement, is
controlled by Reseller, or is under common control with Reseller, but only (i) so long as
such control exists; (ii) if the affiliate expressly agrees in writing to assume all the
obligations this Agreement imposes on Reseller; and (iii) if Reseller in writing
guarantees the affiliate’s fulfillment of its obligations under this Agreement.

2.     Performance

        (a)     Reseller will use its best efforts to fulfill the obligations and perform as
described in this Agreement including, without limitation to identify and increase the
number of customers of the Products in the Distribution Area. From time to time,
Supplier may provide to Reseller sales leads in the form of company responses to
Supplier initiated advertising and marketing, customer referrals and requests for
assistance. Reseller agrees to follow up on these leads on a timely basis and to provide
a high quality of service to these customers and potential customers.

       (b)     Supplier will provide to Reseller sales, marketing and product support for
the Products.

3.     Terms of Agreement

        (a)      Provided this Agreement has been properly executed on behalf of
Reseller by its duly authorized representative and accepted on behalf of Supplier by its
duly authorized representative, it shall be effective from the Effective Date until the
earlier of: (i) its termination in accordance with the terms of this Agreement; (ii) one (1)
year from the Effective Date; or (iii) ninety (90) days after the receipt by either party of
written notice that the other party desires to terminate this Agreement.

        (b)     This Agreement may be renewed by mutual agreement for a successive
one (1) year term upon each party notifying the other in writing not less than thirty (30)
days prior to the expiration of the current term of its intention to renew. Both the initial
term and any renewal term are subject to earlier termination as otherwise provided in
this Agreement. Neither party shall be required to give any justification or cause for
non-renewal. Each party acknowledges that any amounts spent in the performance of
this Agreement shall be spent with the understanding that this Agreement may not be
renewed. Any renewals of this Agreement will not be interpreted to imply an obligation
for or expectation of further renewals.

4.     Prices & Reseller Discount

        (a)      Unless otherwise agreed in writing, sales of the Products to Reseller shall
be at such prices as are set forth in the applicable Supplier reseller discount schedule in
effect on the date when order from Reseller is accepted by Supplier. Supplier reserves
the right to alter its suggested retail prices for the Products by not less than thirty (30)
days written notice.

         (b)     Prices set forth in Supplier’s published price list, or in any applicable
price list of a more current date, exclude any tax, customs, import or export duty or
charge, delivery charge, insurance cost, special handling charge or packaging charge.
All such charges will be paid by the Reseller.

5.     Orders

        (a)    Orders from Reseller for the Products shall be effected by Reseller’s
written purchase order delivered to Supplier by mail, fax or hand, specifying unit
description, unit quantities, unit prices, requested delivery address, requested delivery
dates and shipping instructions. All other terms of Reseller’s purchase order shall be
considered ineffective, as all orders shall be subject to the terms of this Agreement and
Reseller’s purchase orders will be accepted for convenience only. Supplier will
endeavor to deliver notice of acceptance or rejection within three business days of
receiving such order from Reseller. Acceptance by Supplier must be in writing.

       (b)    For some of the Products to work fully and without restrictions, a
software unlock key may be required. Such key will be provided only upon acceptance
                                              2
of a valid purchase order from Reseller.

6.     Delivery

       (a)      Supplier shall use reasonable efforts to meet delivery dat
				
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