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.
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. © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 2 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 ___________ ($______) Dollars (the “Licensing Fees”) which shall be paid by the Dealer to the Licensor upon execution of this Agreement. © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 3 5.02 The Dealer agrees that it shall sell the Software for the purchase price of ____________ ($_________) 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; © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 4 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. © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 5 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: © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 6 SCHEDULE “A” © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 7 SCHEDULE “B” © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 8
Pages to are hidden for
"Dealer Computer Software License Agreement"Please download to view full document