This Agreement is made and entered into this day of , ,
hereafter referred to as “Effective Date”, by and between
(”Software Developer”) and
1. Scope of Agreement
(a) Software Developer 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 Software
Developer), 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 Software Developer.
(c) Reseller shall only market the Products under the names used for them by
(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.
(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,
Software Developer may provide to Reseller sales leads in the form of company
responses to Software Developer 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) Software Developer 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 Software Developer 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.
(a) 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 Software Developer reseller discount
schedule in effect on the date when order from Reseller is accepted by Software
Developer. Software Developer 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 Software Developer‟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.
(a) Orders from Reseller for the Products shall be effected by Reseller‟s written
purchase order delivered to Software Developer 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. Software Developer
will endeavor to deliver notice of acceptance or rejection within three business days of
receiving such order from Reseller. Acceptance by Software Developer must be in
(b) For some of the Products to work fully and without restrictions, a software
Unlock Key may be required. Such Unlock Key will be provided only upon acceptance
of a valid purchase order from Reseller.
(a) Software Developer shall use reasonable efforts to meet delivery dates requested
by Reseller, but in no event shall Software Developer be liable for failure to do so or for
failure to provide noti