This exclusive software distribution agreement template has 16 pages and is a MS Word file type listed under our software & technology documents.
Sample of our exclusive software distribution agreement template:
EXCLUSIVE SOFTWARE DISTRIBUTION AGREEMENT This Exclusive Software Distribution Agreement (the "Agreement") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the "Company"), a company organized and existing under the laws of Montreal, Quebec with its head office located at: [YOUR COMPLETE ADDRESS] AND: [DISTRIBUTOR NAME] (the "Distributor"), a company organized and existing under the laws of [STATE/PROVINCE] with its head office located at: [COMPLETE ADDRESS] RECITALS: The Company is the proprietor of certain computer software known as [SPECIFY NAME]. The Company has agreed to appoint the Distributor as its exclusive distributor to distribute in the Territory (as hereinafter defined) on the terms and conditions hereinafter contained. NOW IT IS HEREBY AGREED as follows: DEFINITIONS In this Agreement, unless the context otherwise requires, the following expressions have the following meanings: "Business day" means a day other than a Saturday, Sunday or a public holiday in the Territory; "End-User Agreement" means a software license and support agreement attached hereto in the form set out in the installation process of the [SPECIFY NAME] software. "Intellectual property rights" means patents, trademarks, service marks, registered designs, source code, applications for any of the foregoing, copyright, design rights, know-how, confidential information, trade and business names and any other similar protected rights in any country. "Licensee" means a person situated in the Territory who has acquired license to use the Software from the Distributor and being a party to an End-User Agreement with the Company in respect of the Software. "Product Description" means the product description of the Software describing the facilities and functions thereof as supplied to the Distributor by the Company from time to time. "Software" means the Company's [SPECIFY NAME] software and all modifications, enhancements and replacements thereof and additions thereto provided by the Company and made available to the Distributor from time to time pursuant to this Agreement. "Software Materials" means the Software and the Product Description. "Source Materials" means all logic, logic diagrams, flowcharts, orthographic representations, algorithms, routines, sub-routines, utilities, modules, file structures, coding sheets, coding, source codes listings, functional specifications, program specifications and all other materials and documents necessary to enable a reasonably skilled programmer to maintain, amend and enhance the software in question without reference to any other person or documentation and whether in eye-readable or machine-readable form. "Support Services" means the software support services provided or to be provided by the Distributor. "Territory" means [SPECIFY COUNTRY]. "Upfront Payment" means such payment set forth in the Article 9. "Year" means any period of 12 months or any anniversary of the date hereof. "Product Keys" means a unique code composed of [SPECIFY] that allows the End-users to use the Software once they [SPECIFY ACTION REQUIRED]. APPOINTMENT The Company hereby appoints the Distributor and the Distributor hereby agrees to act as the exclusive distributor of the Company to distribute the Software Materials via online or offline channels in the Territory. The Company hereby grants to the Distributor during the Term an exclusive right to distribute and sell the Software in the form of [SPECIFY] to end users within the Territory. Such exclusive rights shall be exclusive to the Distributor, and the Company shall not allow any third party to distribute the Software Materials to end users within the Territory. The Company grants to the Distributor any necessary right to translate in [SPECIFY] language the [SPECIFY URL] website and service the end users in the Territory for the purpose of this Agreement (hereinafter the "Website".) The Company shall provide any reasonably necessary assistance and materials, including but not limited to the Source Materials related to the [SPECIFY URL] website, to the Distributor with regard to development otherwise servicing the Website. The Distributor shall not be entitled to assign or sub-contract any of its rights or obligations under this Agreement or appoint any agent to perform such obligations. The Distributor represents and warrants to the Company that it has the ability and experience to carry out the obligations assumed by it under this Agreement and that by virtue of entering into this Agreement it is not and will not be in breach of any express or implied obligation to any third party binding upon it. DURATION This Agreement shall commence on the [DATE] ("Effective Date") hereof for an initial period of [SPECIFY] unless earlier terminated as provided in this Agreement. The term of this Agreement will be automatically renewed for [SPECIFY] on each and every anniversary of the Effective Date unless either party provides a prior written notice to the other party thirty (30) days prior to the Effective Date or any following anniversary dates. (shall collectively referred as to the "Term") ORDER AND DELIVERY 4.1 In placing orders with the Company, the Distributor shall clearly describe the Software and quantity ordered. The parties hereby agree that the number of order in minimum shall be not less than [NUMBER] per each order. The orders shall not be binding unless and until they are accepted by the Company in writing. The Company hereby agrees that the acceptance in written form shall be notified within [SPECIFY] from the date of orders. 4.2 The Company shall provide the Distributor with Product Keys as orders within [NUMBER] calendar days from the acceptance. Notwithstanding the foregoing, if the Distributor orders CD(s) containing the Software, delivery period may be extended. 5. PRICE AND PAYMENT 5.1 The parties hereby agree that the price of the Software shall be equal to [PRICE] per copy per for [SPECIFY] provided that such price shall be applied to up to [NUMBER] Software copies (Product Keys for such Software) in aggregate and thereafter the price shall be renegotiated in good faith. 5.2 The Distributor shall pay the Company [NUMBER]% of the invoiced price per each order upon placement of an order and pay the rest upon confirmation by the Distributor on receipt of the ordered Product Keys. Notwithstanding the foregoing, the Company shall issue an invoice upon acceptance of an order from the Distributor. 5.3 All payments shall be made in [SPECIFY CURRENCY]. 5.4 The Distributor shall be free to fix its own license fees and annual support charges, irrespective of the price set in this Agreement: licensees in respect of each End-User Agreement and any additional delivery, implementation and training fees, etc. 6. DISTRIBUTION 6.1 The Company hereby grants to the Distributor an exclusive license to distribute the Software on the terms and conditions set out in this Agreement. 6.2 The Software shall be made available to end-users by the Distributor only on the terms of an End-User Agreement. 6.3 The Distributor shall make commercially reasonable efforts to enter into End-User Agreements only with persons situated in the Territory and whereby the Software is to be used only in the Territory. 6.4 The Distributor will establish any infrastructure necessary for online sale of the Software, at its own costs. The Company hereby agrees to provide the Distributor with any and all assistance for successful implementation of online sales infrastructure. 6.5 The Distributor undertakes to the Company to comply with and perform its obligations under each End-User Agreement fully and promptly. 6
