This distribution agreement software and multimedia template has 21 pages and is a MS Word file type listed under our software & technology documents.
Sample of our distribution agreement software and multimedia template:
DISTRIBUTION AGREEMENT This Distribution Agreement (the "Agreement"), is effective [EFFECTIVE DATE], BETWEEN: [YOUR COMPANY NAME] (the "Company"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [DISTRIBUTOR NAME] (the "Distributor"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] RECITALS WHEREAS, Company has developed certain computer programs and related documentation more particularly described in Schedule A attached hereto (the "Products") and desires to grant Distributor the right to market and distribute the Products; and WHEREAS, Distributor is in the business of marketing and distributing computer-related products and desires to have Developer grant to it the right to market and distribute the Products. NOW, THEREFORE, in consideration of the mutual promises set forth herein, the parties hereto agree as follows: DEFINITIONS When used in this Agreement, the following terms shall have the respective meanings indicated, such meanings to be applicable to both the singular and plural forms of the terms defined: "Agreement" means this agreement, the Schedules attached hereto and any documents included by reference, as each may be amended from time to time in accordance with the terms of this Agreement. "Affiliate" means any company controlled by, controlling, or under common control with Company. Affiliate means any person, corporation or other entity: (i) which owns, now or hereafter, directly or indirectly, twenty-five percent (25%) or more of any class of the voting stock of Company or is, now or hereafter, directly or indirectly, in effective control of Company; or (ii) twenty-five percent (25%) or more of any class of the voting stock of which Company, or a party described in paragraph (i), owns, now or hereafter, directly or indirectly, or of which Company, or a party described in paragraph (i), is, now or hereafter, directly or indirectly, in control. "Customer" or "End-User" means any person or company who purchases or leases Products from Distributor. "Delivery Point" means Company's facilities at [FULL ADDRESS]. Delivery point means Distributor's facilities at [FULL ADDRESS]. "Schedule" means a Schedule attached to this Agreement. "Products" means those items described in Schedule A. Products may be deleted from or added to Schedule A and their specifications and design may be changed by Company at its sole discretion at any time by mailing written notice of such changes to Distributor. Each change shall become effective [NUMBER] days following the date notice thereof is sent to Distributor. "Specifications" means those specifications set forth in Schedule D. "Territory" means the geographic area or areas identified in Schedule B. "Trademark" means any trademark, logo, service mark or other commercial designation, whether or not registered, used to represent or describe the Products of Company, as set forth in Schedule E. APPOINTMENT OF DISTRIBUTOR Appointment Company hereby appoints Distributor as Company's nonexclusive distributor of Products in the Territory, and Distributor accepts that position. It is understood that Company cannot lawfully prevent its distributors located elsewhere from supplying Products for sale or use within the Territory and that it has no obligation to do so. OR Company hereby appoints Distributor as Company's exclusive distributor of Products in the Territory, and Distributor accepts that position. Company, to the extent that it is legally Permitted to do so, (i) shall not appoint any distributor or servicer in the Territory for the Products other than Distributor, (ii) shall not, and shall cause any Affiliate not to, knowingly sell Products to any person other than Distributor or a party designated by Distributor for use or resale within the Territory (except pursuant to any agreement effective at the time this Agreement became applicable to the service so provided), and (iii) shall use its best efforts to prevent any party other than Distributor from seeking customers for the Products in the Territory, from establishing any branch related to the distribution of Products in the Territory, or from maintaining any distribution depot with respect to the Products in the Territory. Company, or any Affiliate, sells any Product which is eventually resold in the Territory (other than a sale to Distributor or a party designated by Distributor) and Company, or that Affiliate, had reason to know at the time of its sale of that Product that such resale was likely to occur, Company shall, immediately after the trigger sale (which shall be the resale of the Product in the territory or the sale immediately preceding the use of the Product in the Territory) is contracted, pay to the Distributor [PERCENT] % of the price of that Product under this Agreement at the time that the trigger sale was contracted, which payment shall represent a recapture of certain advertising and capital expenditures made by Distributor. Nothing contained in this Section shall affect any other right or remedy which Distributor may have pursuant to this Agreement. License Distribution License Conditions Distributor shall only distribute the Products to end-users (the "End-Users") who enter into an End-User License Agreement (as hereinafter defined). Except for certain modules of the Maintenance Version (as hereinafter defined) provided by Company solely to Distributor hereunder, the software Products shall be in executable object code form only and Distributor shall have no other right to the source code of such Products. Distributor shall not modify, translate, decompile, nor create or attempt to create, by reverse engineering or otherwise, the source code from the object code of the Products supplied hereunder, or adapt the Products in any way or for use to create a derivative work. Distributor may not, and may not permit End-Users to, use, reproduce, sublicense, distribute or dispose of the Products, in whole or in part, except as expressly permitted under this Agreement. The Territory Distributor may market and distribute the Products solely within the geographical limits set forth in Schedule B attached hereto (the "Territory"). Company retains the right, in its sole discretion, to change the Territory assigned to Distributor upon [NUMBER] days prior written notice to Distributor. License of the Products to End-Users In connection with Distributor's license and distribution of the Products to End-Users, Distributor will have End-Users execute an End-User License Agreement in the form attached hereto as Schedule C (the "End-User License Agreement"). Distributor may not negotiate the terms of the End-User License Agreement with any prospective End-User or agree to any conflicting, different or additional terms from those set forth in the End-User License Agreement without Company's prior written consent. Company shall have no liability to Distributor in the event any prospective End-User refuses to agree to enter into an End-User License Agreement. Product Changes Company retains the right, in its sole discretion, to upgrade or modify the Products from time to time. In addition, upon [NUMBER] days prior written notice to Distributor, Company may add or delete Products from Schedule A. Upon receipt of any such notice of an upgrade or modification, or upon the expiration of the notice period set forth above for additions or deletions to Schedule A, Distributor shall cease to market and distribute earlier versions of the Products deleted from Schedule A. License to Use Trademark and Trade Name Any and all trademarks and trade names which Company uses in connection with the license granted hereunder are and remain the exclusive property of Company
