This custom software business partnership agreement template has 15 pages and is a MS Word file type listed under our software & technology documents.
Sample of our custom software business partnership agreement template:
CUSTOM SOFTWARE BUSINESS PARTNERSHIP AGREEMENT This Custom Software Business Partnership Agreement (the "Agreement") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the "Company"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME] (the "Partner"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] IN CONSIDERATION of the foregoing and the mutual covenants, terms and conditions hereinafter contained the parties agree as follows: PRODUCTS "Product(s)" means the application software specified on Exhibit "A" hereto and such other products as the parties may agree upon and add to this agreement in writing from time to time. Such software consists of: the computer programs encoded on software diskettes or other media in the form generally released by [SPECIFY]; and the user guides, reference manuals, and other materials developed by [SPECIFY] for distribution and use in combination with such computer programs. [SPECIFY] may discontinue developing, producing, licensing, or distributing, or may modify, replace, or add to, any of the Products at any time. [SPECIFY] may amend, without any advance notice to Partner, Exhibit "A" from time to time to reflect any such changes in the Products. APPOINTMENT OF PARTNER AND LICENSE Subject to the terms and conditions of this agreement, [SPECIFY] hereby appoints Partner as a non-exclusive "[SPECIFY] Authorized Business Partner", and grants a perpetual, non-transferable, non-exclusive right and license to Partner, to promote, market and distribute the Products to Partner's end-user customers solely from Partner's business location listed on Exhibit [SPECIFY] hereto (the "Authorized Location"), and Partner accepts such appointment and grant from [SPECIFY]. If Partner wishes to promote, market and/or distribute the Products from one or more locations other than the Authorized Location, Partner shall enter into a separate [SPECIFY] Partnership Authorization Agreement for each such location. Partner may not promote, market or distribute, or in any other way deal with, the Products from any location that is not an Authorized Location. MAINTAINING QUALIFICATION AS AN AUTHORIZED BUSINESS PARTNER To maintain its qualification as a "[SPECIFY] Authorized Business Partner", Partner must satisfy the [SPECIFY] Requirements and Policies for such qualification established by [SPECIFY] from time to time (the "Requirements") and pay the fees specified in section 11. The Requirements currently in effect are appended as Exhibit "C" hereto. PROGRAM LICENSE AGREEMENT Partner acknowledges that the license of the Products to its end-user customers shall be subject to the terms and conditions of [SPECIFY] program license agreement, which shall accompany each diskette package or other medium for the Products (the "Program License Agreement"). [SPECIFY] may change any provision of the Program License Agreement from time to time upon thirty days' advance notice to Partner. RESTRICTIONS ON PARTNER Training requirements Partner only may distribute Products for which it has completed [SPECIFY] required training courses. Program copies Partner shall not make copies of the Products except Partner may make copies for backup or archival purposes, and for demonstration purposes provided that such copies may be loaded only on hardware owned by Partner. No reverse engineering, etc. Without the prior written consent of [SPECIFY] Partner shall refrain from copying, reverse engineering, disassembling, decompiling, translating, or modifying the Products, or granting any other person or entity the right to do so. No source code access Partner may not receive, review, or otherwise use or have access to the source code for the Products without [SPECIFY] prior written consent. Products are permitted to be distributed by Partner in object code form only. No unauthorized access to third parties Partner shall not loan, rent, or provide access to the Products, for a fee or otherwise, to any third party for the purpose of any execution, use, or copying of such Products not authorized by the Program License Agreement. No unethical trade practices, etc At no time shall Partner engage in any illegal, deceptive or unfair trade or other practice that may adversely affect the image or reputation of [SPECIFY] or make any false, misleading or disparaging statement or representation regarding [SPECIFY] or any of the Products. Partner shall use only sound business methods and ethical trade practices in promoting, marketing and distributing the Products. PRICES, PAYMENT TERMS AND TAXES Prices The list prices for the Products shall be as set forth in [SPECIFY] Partner Price Schedule, as issued by [SPECIFY] from time to time. The price to be paid by Partner will be the then existing list price less the percentage discount based on the quantity of Products purchased by Partner. The current discounts are specified on Exhibit [SPECIFY] hereto. [INDIVIDUAL NAME], from time to time on [NUMBER] days' advance notice to Partner, may change the percentage discounts and the list price for any Products not yet the subject of an order submitted and accepted hereunder. No change will apply to Products for which [SPECIFY] has received and accepted an order before the date on which the change is effective. Payment terms Unless otherwise agreed or changed on [NUMBER] days' advance notice given by [SPECIFY] to Partner, payments are to be made in [COUNTRY]. Until [SPECIFY] approves Partner's right to credit after Partner submits an application therefore to [SPECIFY] Partner shall pay for all Products in advance. If [SPECIFY] approves Partner's credit, payment terms shall be net [NUMBER] days after shipment. Payments received more than [NUMBER] days after the invoice date are subject to a [PERCENTAGE %] per month ([PERCENTAGE %] per annum) service charge, which shall in no event exceed the maximum rate permitted by law. [SPECIFY] may change the credit terms extended to Partner if there is a change in Partner's overall credit history or rating or as a result of Partner's failure to make prompt payment under this agreement. All amounts paid to [SPECIFY] by Partner hereunder are non-refundable, except as provided herein. [SPECIFY] may withhold the provision of any service or shipment of any Product covered by this agreement or any other agreement between [SPECIFY] and Partner if Partner fails to pay [SPECIFY] when due under this agreement or any of such other agreements. Such action on the part of [SPECIFY] shall not release Partner from its obligations to pay for such service or Product if and when provided or shipped by [SPECIFY]. Taxes Partner shall be responsible for and shall pay and remit any and all applicable taxes, customs duties, and all other government imposts or levies imposed on the licensing, use or transfer of the Products under or resulting from this agreement (except for taxes payable by [SPECIFY] that are imposed on its net income or capital), and for any penalty or interest thereon or imposed for the non-payment or non-remittance thereof. For greater certainty, all goods and services tax or value-added tax and any sales, use or transfer tax arising in connection with or as a result of this agreement shall be paid to [SPECIFY] or remitted by Partner as required under applicable [YOUR COUNTRY LAW].
