Dealer Computer Software License Agreement

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									This Software Retailer Agreement is used by a software licensor and a dealer whereby
the dealer obtains a license to sell and distribute certain software. This document sets
forth the terms and conditions of the agreement including licensing and royalty fees, the
duration of the agreement, a confidentiality clause, and an independent contractor
provision. It contains many of the standard clauses commonly included in these types
of agreements, and it may be customized to fit the specific needs of the parties. This
document should be used by a software owner when entering into an agreement with a
dealer to sell and distribute its software.
      DEALER COMPUTER SOFTWARE LICENSE AGREEMENT

THIS AGREEMENT (the “Agreement”), is made this ____ day of _________, 2____, by and
between      __________________________,            whose registered office address is
_________________________________ (the “Licensor”) and __________________________
(the “Dealer”), whose registered office address is _______________________________,
collectively referred to herein as (the “Parties”).

       WHEREAS the Licensor is the owner, manufacturer and designer of the computer
software known as _________________ (the “Software”);

        AND WHEREAS the Dealer desires to obtain a license from the Licensor to sell and
distribute the Software;

        AND WHEREAS the Licensor desires to grant a license to the Dealer to sell and
distribute the Software pursuant to the terms, conditions and provisions contained herein.

         IN CONSIDERATION of the promises and other good and valuable consideration set
forth, the Parties hereby acknowledge and agree as follows:

I.       LICENSE GRANTED

1.01 The Licensor hereby grants to the Dealer an exclusive License to sell and distribute the
Software (the “License”), which License shall be worldwide.

1.02 The “Dealer” shall mean any employees, sales representatives, agents or independent
contractors of the Dealer. Dealer agrees that it shall at all time throughout the duration of the
License granted herein, adhere to and abide by all of the terms, conditions and provisions
contained in the Licensor’s User’s Software Licensing Agreement, a copy of which is annexed
hereto as Schedule “A”. Dealer further agrees that it shall ensure at all times that any sale or
distribution of the Licensor’s Software shall be in compliance with the Licensor’s User’s
Software Licensing Agreement.

II.      TERM OF AGREEMENT

2.01 The Term of this Agreement shall be for a period of ____________ (___) years (the
“Term”). The Term shall commence on the ____ day of ______________, 2____ and shall end
on the ____ day of ___________, 2____. (Or alternatively, the period can be stated as a fixed
term, for example, two (2) years)

2.02 Upon the expiration of this Agreement, the Licensor shall have the option to renew the
Term of this Agreement for a further period of ___________ (___) years. In the event the Dealer
does not choose to renew the Term of this Agreement, Dealer shall provide ___________ (___)
day’s written notice to the Licensor of its intention not to renew the Term of this Agreement.




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III.     RESPONSIBILITIES OF LICENSOR

3.01 The Licensor agrees that it shall provide the Software to Dealer upon execution of this
Agreement and shall provide any and all add on and upgrades to the Dealer as the same may
become available. Licensor further agrees that it shall, upon receiving written notice from the
Dealer, correct any defects in the Software within a reasonable period of time.

3.02 The Dealer, and any of Dealer’s employees, agents and independent contractors who will
be using the Software, shall attend and participate in a Licensor mandated training program at a
location designated by Licensor. Dealer shall not be required to pay any additional charges for
such training and such training shall be part of the License granted herein.

IV.      RESPONSBILITIES OF DEALER

4.01 The Dealer shall sell and distribute the Software in a manner that will reflect positively
on the Software and the Licensor.

4.02 The Dealer shall incur all costs and expenses associated with the advertising and
marketing of the Software. The Dealer shall ensure that all of its employees, agents and
independent contractors have the proper training in respect to the use of the Software and shall
attend or have its employees, agents and independent contractors attend any and all necessary
training sessions in respect to any upgrades or changes to the Software.

4.03 The Dealer shall not make any false or misleading statements, representations, or
comments in order to sell or distribute the Software and shall cooperate with Licensor to resolve
any and all complaints received by any user of the Software and take such action as Licensor
may reasonably request to resolve such complaints, if any, and cooperate in the conduct of
litigation, if any, involving the Software.

4.04 The Dealer shall carry and provide Licensor with a copy of Dealer's liability, errors and
omissions insurance policy which shall at all times remain in good standing and in full force and
effect.

4.05 The Dealer will not copy the Software in any manner outside of the terms or scope of this
Agreement and in the event the Dealer copies the Software; the Licensor shall treat such action
as a breach of this Agreement.

4.06 The Dealer will not edit, revise, alter or modify the Software in any way without the
written consent of Licensor.

V.       LICENSING FEES

5.01 The Dealer shall pay to the Licensor a one-time Licensing Fee of ___________
($______) Dollars (the “Licensing Fees”) which shall be paid by the Dealer to the Licensor upon
execution of this Agreement.




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5.02 The Dealer agrees that it shall sell the Software for the purchase price of ____________
($_________) pursuant to the terms, conditions and provisions contained in the Sales and
Marketing Agreement annexed hereto as Schedule “B” and shall not alter such purchase price
without the express written consent of the Licensor.

5.03 All sales and leases shall be processed through Licensor's registered head office located
at the address first written above and all checks or payments for the Software shall be made
payable to ___________________. The Dealer agrees not to accept or take payment for the
Software in any other name. The Dealer shall process all sales and leases in accordance with the
Licensor's procedures.

VI.      INDEPENDENT CONTRACTOR

The Dealer acknowledges that it shall not at any time be considered an employee of the Licensor,
but rather shall be considered an independent contractor.

VII.     ROYALTIES/ACCOUNTING

7.01 The Dealer agrees that it shall pay to the Licensor a Royalty Fee of __________ (___%)
percent of the Dealer’s gross sales of the Software (the “Royalty Fees”). “Gross Fees” shall be
defined at [Insert definition of gross sales, for example gross sales less returns, etc.].

7.02 The Dealer shall pay the Royalty Fees to the Licensor within _________ (__) days
following the close of each _____________(monthly or quarterly period) during the Term of this
Agreement, accompanied by a statement detailing the number and type of products or licenses
sold or distributed during the period for which the royalty is being paid.

7.03 The Dealer agrees that it shall submit sales reports (the “Sales Reports”) to the Licensor
within ________ (__) days following the close of each _____________ (monthly/quarterly
period) detailing the number and type of products or licenses sold or distributed. The Sales
Reports shall also include full, clear, complete and accurate records identifying the names,
addresses, and telephone numbers of customers, and the product and/or products licensed and
sold.

7.04 The Dealer shall at all times keep its books and records up-to-date and shall keep all
books and records in respect to its sales and business records available to Licensor during normal
business hours. The Licensor shall provide _______ (__) days advance notice to the Dealer of
the Licensor’s intention to inspect such books and records, but in no event may an inspection
occur more than once in a calendar year period.

VIII. TERMINATION

This Agreement shall terminate on the occurrence of any of the following events:

         A.        in the event the Dealer or the Licensor breaches any of the terms, conditions or
                   provisions contained in this Agreement;


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         B.        upon the bankruptcy or insolvency of the Dealer or the Licensor; and

         C.        upon the Dealer having a lack of financial resources to maintain adequate
                   facilities, inventory or service for Licensor's customers.

IX.      REPRESENTATIONS AND WARRANTIES

The Licensor represents and warrants to the Dealer as follows:

         A.        that the Licensor is the owner of the Software and has the full right and authority
                   to grant the License contemplated herein;

         B.        that the Software and this Agreement does not infringe on the rights of any third
                   party; and

         C.        that the Dealer nor its authorized agents will make false claims or omit to state
                   material information to prospective purchasers or users of the Software.

X.       INDEMNIFICATION

The Parties agree to mutually indemnify and hold one another and any of the party’s employees,
agents, affiliates, successors and assigns harmless from any and all claims, demands, actions,
suits, losses and expenses, including attorney’s fees in respect of any breach or
misrepresentation, noncompliance, injury, or damages caused by its employees, agents or
independent contractors. including reasonable attorney's fees and costs incurred as a result of a
breach of duties, obligations, representations and warranties by either party hereunder.

XI.      PROPRIETARY AND CONFIDENTIAL DATA

The Dealer acknowledges that Licensor's Software requires a confidential relationship between it
and its employees, and the fullest protection and confidential treatment of its trade secrets,
Software, know-how, products and other business knowledge which have been developed,
conceived and learned by the Dealer during the course of this Agreement. The Dealer agrees that
the Dealer will at all times keep secret and confidential such information, trade secrets, products
and know-how and will not use the same to aid itself or others, either directly or indirectly. The
Dealer further agrees that, upon termination of this Agreement, it will surrender to the Licensor
all of its papers, software, information, documents, writings, and other properties in its
possession which relate to this Agreement, including both originals and any copies of such
material. The Dealer also agrees that it will not withhold any of the information. All documents,
software diskettes, customer lists, and any other records and books relating in any manner
whatsoever to the customer and prospective customers of Licensor shall be the exclusive
property of Licensor. All such records shall be immediately returned by the Dealer to the
Licensor upon the termination of this Agreement.




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XII.     GENERAL PROVISIONS

12.01 Each provision of this Agreement is intended to be severable. If any provision hereof is illegal
or invalid, such illegality or invalidity shall not affect the validity of the remainder hereof.

12.02 Each party hereto shall be responsible for its own legal and other expenses incurred in
connection with the negotiation, preparation, execution, delivery and performance of this Agreement.

12.03 The Parties hereto may not assign this Agreement or any part thereof to any third party
without the prior written consent of the other party.

12.04    This Agreement and the schedules referred to herein constitute the entire agreement
between the Parties and supersede all prior agreements, representations, warranties, statements,
promises, information, arrangements and understandings, whether oral or written, express or
implied, with respect to the subject matter hereof.

12.05 The Parties agree that any disputes or questions arising hereunder including the
construction or application of this Agreement shall be settled by arbitration in accordance with
the rules of the American Arbitration Association then in force, and that the arbitration hearing
shall be held in the city in which the principal office of the party requesting arbitration is located.
In any suit or arbitration regarding the Agreement, the prevailing party shall be entitled to
reasonable attorneys’ fees and costs.

12.06 This Agreement shall be governed by and construed in accordance with the laws of the
State of ___________________.

       IN WITNESS WHEREOF the Parties hereto have duly executed this Agreement as of the
day and year first written above.

[LICENSOR]


Name:
Title:

[DEALER]



Name:
Title:




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                                                   SCHEDULE “A”




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                                                   SCHEDULE “B”




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