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Software Reseller Agreement template
Software Reseller Agreement sample


What is Software Reseller Agreement?

Software Reseller Agreement A Software Reseller Agreement governs software resale arrangements, specifying resale terms, pricing, licensing restrictions, and responsibilities of software resellers.



Sample template:



Software Reseller Agreement


1. Preamble

This Software Reseller Agreement ("Agreement") is entered into as of the Effective Date, between DigitalBiz Partners, a company incorporated under the laws of [State], having its principal place of business at [Address] ("Reseller"), and BizTools Pro, a company incorporated under the laws of [State], having its principal place of business at [Address] ("Developer"). Reseller desires to market and resell Developer's 'BizTools Pro' software under the terms and conditions set forth in this Agreement.



2. Appointment of Reseller

2.1. Non-Exclusive Appointment


Developer hereby appoints Reseller as a non-exclusive reseller of the BizTools Pro software in the United States, and Reseller accepts such appointment, subject to the terms and conditions of this Agreement.



2.2. Reservation of Rights


Developer reserves the right to appoint other resellers, distributors, or agents for the BizTools Pro software, at its sole discretion.



3. Software and Licensing

3.1. Software License Grant


Upon payment of the applicable fees, Developer hereby grants to Reseller a non-exclusive, non-transferable, revocable license to distribute, resell, and sublicense the BizTools Pro software in the United States in accordance with the terms and conditions of this Agreement.



3.2. End-User License Agreements


Reseller shall ensure that each end user of the BizTools Pro software enters into a valid End-User License Agreement ('EULA') with Developer, in a form provided or approved by Developer, prior to the use of the software.



4. Resale Terms

4.1. Resale Price


Reseller shall resell the BizTools Pro software at a price not less than the suggested retail price established by Developer from time to time (the "Minimum Price"). Reseller may, at its discretion, charge prices higher than the Minimum Price.



4.2. Payment Terms


Reseller shall pay to Developer, within thirty (30) calendar days from the date of invoice, the applicable fees for the BizTools Pro software as determined by the then-current price list provided by Developer.



4.3. Marketing and Promotion


Reseller shall, at its own expense, market and promote the BizTools Pro software in a manner consistent with the high standards of quality of Developer. Reseller shall comply with all marketing, branding, and trademark guidelines provided by Developer in connection with such marketing and promotion efforts.



5. Support and Maintenance

5.1. Reseller Support Obligations


Reseller shall provide first-level technical support and maintenance services to end users of the BizTools Pro software, including diagnosis and resolution of problems, at a level of quality and response time consistent with industry standards.



5.2. Developer Support Obligations


Developer shall provide Reseller with reasonable access to second-level technical support and maintenance services in connection with the BizTools Pro software, as well as any available training, documentation, or other resources necessary for Reseller to fulfill its support obligations under this Agreement.



6. Intellectual Property

6.1. Ownership


All intellectual property rights in and to the BizTools Pro software, including any trademarks, copyrights, and patents, shall remain the sole and exclusive property of Developer. Reseller shall have no right, title, or interest in the software except for the limited licenses expressly granted under this Agreement.



6.2. Restrictions


Reseller shall not copy, modify, reverse engineer, decompile, disassemble, create derivative works based upon, or sublicense the BizTools Pro software, except as expressly authorized in writing by Developer.



7. Term and Termination

7.1. Term


This Agreement shall commence on the Effective Date and shall continue for an initial term of one (1) year, unless terminated earlier in accordance with the provisions hereof. This Agreement shall automatically renew for successive one (1) year terms unless either party provides written notice of its intent not to renew at least sixty (60) calendar days prior to the expiration of the then-current term.



7.2. Termination for Cause


Either party may terminate this Agreement upon written notice to the other party if the other party materially breaches any term or condition of this Agreement and fails to cure such breach within thirty (30) calendar days after receiving written notice thereof from the non-breaching party.



7.3. Effect of Termination


Upon termination or expiration of this Agreement, all licenses granted herein shall terminate and Reseller shall immediately cease all use, distribution, and promotion of the BizTools Pro software, and shall promptly return to Developer all copies of the software in its possession or control.



8. Limitation of Liability

8.1. Limitation of Liability


In no event shall either party be liable for any indirect, special, incidental, consequential, or punitive damages, including but not limited to loss of profits, arising out of or in connection with this Agreement, whether based in contract, tort, or any other legal theory, even if advised of the possibility of such damages.



8.2. Maximum Liability


In no event shall Developer's maximum aggregate liability to Reseller for any and all claims, damages, or losses resulting from Developer's acts or omissions under this Agreement exceed the total fees paid by Reseller to Developer under this Agreement during the twelve (12) month period immediately preceding the event giving rise to the claim.



9. Miscellaneous

9.1. Governing Law and Jurisdiction


This Agreement shall be governed by and interpreted in accordance with the laws of the United States and the State of [State], without regard to its conflicts of laws principles. Any disputes arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in [City], [State].



9.2. Amendment and Waiver


No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. No waiver of any breach of this Agreement shall constitute a waiver of any subsequent breach of the same or any other provision hereof.



9.3. Entire Agreement


This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, and negotiations, both written and oral, between the parties with respect to the subject matter of this Agreement.



IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.

DigitalBiz Partners:

_________________________
[Authorized Signature]

BizTools Pro:

_________________________
[Authorized Signature]

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Main Sections of a Software Reseller Agreement


In this Software Reseller Agreement, you will see the following sections:

  1. Preamble
  2. Appointment of Reseller
  3. Software and Licensing
  4. Resale Terms
  5. Support and Maintenance
  6. Intellectual Property
  7. Term and Termination
  8. Limitation of Liability
  9. Miscellaneous


About each Section - Analysis and Summary:

  1. Preamble : This section introduces the parties involved in the agreement, the Reseller and the Developer, and states that the Reseller wants to market and resell the Developer's software under the terms and conditions of the agreement.

  2. Appointment of Reseller : This section states that the Developer appoints the Reseller as a non-exclusive reseller of the software in the United States. It also mentions that the Developer has the right to appoint other resellers, distributors, or agents for the software at their discretion.

  3. Software and Licensing : This section explains that the Developer grants the Reseller a non-exclusive, non-transferable, revocable license to distribute, resell, and sublicense the software in the United States. It also requires the Reseller to ensure that each end user of the software enters into a valid End-User License Agreement (EULA) with the Developer.

  4. Resale Terms : This section outlines the terms for reselling the software, including the minimum resale price, payment terms, and marketing and promotion requirements. The Reseller must sell the software at a price not less than the suggested retail price and pay the Developer within 30 days of the invoice date. The Reseller is also responsible for marketing and promoting the software according to the Developer's guidelines.

  5. Support and Maintenance : This section details the support and maintenance obligations of both the Reseller and the Developer. The Reseller must provide first-level technical support to end users, while the Developer must provide second-level support and resources to the Reseller.

  6. Intellectual Property : This section clarifies that all intellectual property rights in the software belong to the Developer, and the Reseller has no rights to the software except for the limited licenses granted in the agreement. The Reseller is also prohibited from copying, modifying, or sublicensing the software without the Developer's written permission.

  7. Term and Termination : This section states that the agreement lasts for an initial term of one year and automatically renews for successive one-year terms unless either party provides written notice of their intent not to renew. The agreement can also be terminated by either party if the other party breaches any terms and fails to remedy the breach within 30 days of receiving written notice.

  8. Limitation of Liability : This section limits the liability of both parties, stating that neither party is liable for indirect, special, incidental, consequential, or punitive damages. The Developer's maximum liability to the Reseller is limited to the total fees paid by the Reseller to the Developer during the 12-month period preceding the event giving rise to the claim.

  9. Miscellaneous : This section covers various additional terms, such as governing law and jurisdiction, amendment and waiver, and the entire agreement clause. The agreement is governed by the laws of the United States and the specified state, and any disputes will be subject to the jurisdiction of the state and federal courts in the specified city and state.

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