This oem distribution and license agreement template has 18 pages and is a MS Word file type listed under our legal agreements documents.
Sample of our oem distribution and license agreement template:
OEM DISTRIBUTION AND LICENSE AGREEMENT This OEM Distribution and License Agreement (the "Agreement") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the "First Party"), 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 "Second Party"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, [YOUR COMPANY NAME], (the "First Party" hereinafter) manufactures certain [DESCRIBE]; WHEREAS, [COMPANY NAME], (the "Second Party" hereinafter) manufactures, integrates, markets and distributes [DESCRIBE]. WHEREAS, the parties wish to form a strategic alliance whereby Second Party will have the following rights on the terms and under the conditions set forth in this Agreement: (i) to purchase and distribute on an OEM basis certain First Party [SPECIFY] products (pursuant to which OEM arrangement Second Party would add to First Party's [SPECIFY] products an exterior casing of Second Party's design, Second Party brand markings, disk drives (mass storage), memory (other than base memory) and NIC cards; (ii) to have First Party port First Party's [SPECIFY] operating system and related software for operation on Second Party manufactured platforms and to distribute such Second Party platforms with such ported First Party's [SPECIFY] operating system and related software; and (iii) to manufacture [SPECIFY] products based on First Party's hardware designs and incorporating existing (i.e., non-ported) First Party [SPECIFY] operating system and related software. WHEREAS, the parties intend that First Party's [PRODUCT NAME] will be made available to Second Party under similar terms and conditions to this Agreement, provided that all exclusivity provisions under Attachment D, Section b shall not apply to [PRODUCT NAME]. NOW, THEREFORE, in consideration of the foregoing and of the terms and conditions set forth below, the parties agree as follows: DEFINITIONS "Days" means calendar days unless specifically set forth as business days. "End User" means the ultimate end user customer of products sold under or distributed pursuant to this Agreement. "[SPECIFY]" or "[SPECIFY]" means a Network Attached Storage file server appliance that runs First Party's proprietary or third party operating system, software, hardware, and firmware; for the avoidance of doubt, a file server based on NT, Unix or NetWare (or successor technologies) is not a [SPECIFY]. "Licensed Materials" means the First Party proprietary [SPECIFY] hardware design ("Licensed Hardware Materials"); the First Party proprietary [SPECIFY] operating system and related software or firmware as ported by First Party to operate on Second Party manufactured platforms pursuant to Section 5.a and licensed to Second Party pursuant to the license in Section 5.b ("Licensed Ported Software Materials"). "Licensed Ported Products" means Second Party products incorporating the Licensed Ported Software Materials. "Licensed Manufactured Products" means Second Party products incorporating the Licensed Non-Ported Software Materials and Licensed Hardware Materials. "Licensed Products" means Licensed Ported Products and/or Licensed Manufactured Products. "Network Attached Storage" or "NAS" means a "higher-level" special purpose / single focus storage device utilizing hard disk drives, running a special purpose real-time operating system (not NT-, NetWare-, Unix- or successor technology-based) that connects directly to a LAN and/or WAN IP-based communication network and supports remote file system access protocols to provide access to data (e.g., CIFS, NFS). A key design point is that a NAS device is not designated to support general purpose computing applications. "NFS Software" means the First Party Software that enables serving files via the NFS (Network File System) protocol. "OEM Products" means the RAID [SPECIFY] hardware products, including the object code version of the OEM Software. "OEM Software" means First Party proprietary [SPECIFY] operating system and related software or firmware used in the OEM Products. "Quarter" means Second Party's fiscal quarter. "RAID" means Redundant Array of Independent Disk data protection and storage technology. "RAID [SPECIFY]" has the meaning specified in Section 3. "Software" means the Licensed Ported Software Materials, the Licensed Non-Ported Software Materials, and/or the OEM Software, as applicable. OEM TERMS Appointment and License. Subject to all the terms and conditions of this Agreement, (i) First Party hereby appoints Second Party for the term of this Agreement as a nonexclusive, worldwide distributor of the OEM Products directly to End Users and through Second Party's affiliated systems integrators, distributors, value added resellers and resellers, and (ii) as part of such appointment, First Party hereby grants Second Party a nonexclusive, worldwide, nontransferable license to market and distribute the OEM Software only in object code form and for use only with the OEM Products for use by End Users. Packaging specifications for OEM Products are contained in Attachment E. Except as provided in Section 14 (Escrow), neither Dell nor any of its End Users is/are entitled to receive any source code, source information or documentation, or similar materials relating to the OEM Products. The licensed and related rights granted in this Agreement are non-exclusive, subject to Attachment D, Section b. First Party has the right, upon [NUMBER] months prior written notice to Second Party, to make significant changes or modifications to, or to discontinue, any OEM Products and/or any portion of the Licensed Materials; provided, however, that the parties may exercise their rights under the engineering change order provisions in Attachment [SPECIFY]. Additionally, First Party agrees to continue to sell or license the discontinued OEM Product and/or portion of the Licensed Materials to Second Party under this Agreement for a period of not less than [NUMBER] days following such discontinuance. End User Documentation. First Party agrees to provide Second Party with First Party's standard or localized end user documentation for the OEM Products and the Licensed Materials ("Documentation") in mutually agreeable electronic form. Subject to all the terms and conditions of this Agreement, First Party hereby grants Second Party a nonexclusive, worldwide, nontransferable license to reproduce, modify and create derivative works of the Documentation (or to have third parties do so on Second Party's behalf) and to market and distribute to End Users such derivative works of the Documentation solely with the OEM Products or Licensed Products. Second Party may reproduce and distribute the Documentation in hard copy or softcopy form as well as in electronic form. Second Party will provide to First Party copies of all Documentation derivative works created by or for Second Party. The parties agree to discuss the sharing of costs for Documentation localization on a case-by-case basis. End User License Terms. Software portions of OEM Products and Licensed Products may be distributed only by Second Party to End Users, each of which has agreed to be bound by an agreement in electronic or printed format substantially in the form, and shall be subject to the terms and conditions set forth in First Party's End User Software License Agreement substantially in the form of Attachment [SPECIFY] as well as any additional terms of such relationship; provided that any such additional terms shall be consistent in all material respects with Attachment [SPECIFY]. Restrictions. Copies of Software are licensed for distribution only and not sold
