This software distribution agreement template has 14 pages and is a MS Word file type listed under our software & technology documents.
Sample of our software distribution agreement template:
SOFTWARE DISTRIBUTION AGREEMENT This Software Distribution 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 "Distributor"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] RECITALS: (A) The Company is the proprietor of certain computer software known as "[SPECIFY]". (B) The Company has agreed to appoint the Distributor as its non-exclusive distributor to distribute and sub-license such software and its associated documentation in the Territory (as hereinafter defined) on the terms and conditions hereinafter contained. NOW IT IS HEREBY AGREED as follows: 1. DEFINITIONS In this Agreement, unless the context otherwise requires, the following expressions have the following meanings: 1.1. "Business day" means a day other than a Saturday, Sunday or a public holiday; 1.2. ["Distributor Modifications" means all modifications and enhancements of the Software made by the Distributor pursuant to paragraph 7.4 but excluding any such modifications or enhancements which are adopted by the Company and embodied in the Software from time to time.] 1.3. "End-User Agreement" means a software license and support agreement in the form set out in Schedule 1 or in such other form as the Company may from time to time direct or approve in writing and as the same may be amended from time to time. 1.4. "Intellectual property rights" means patents, trademarks, service marks, registered designs, 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. 1.5. "Licensee" means a person situated in the Territory who is a party to an End-User Agreement with the Distributor and the Company in respect of the Software. 1.6. "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. 1.7. "Software" means the Company's ["·"] 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 [but excluding Distributor Modifications]. 1.8. "Software Documentation" means the operating manuals and other literature provided by the Company to the Distributor from time to time for use by end-users in conjunction with the Software. 1.9. "Software Materials" means the Software, the Product Description and the Software Documentation. 1.10. "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. 1.11. "Support Services" means the software support services provided or to be provided by the Distributor pursuant to each End-User Agreement. 1.12. "Territory" means "[SPECIFY]" 1.13. "Year" means any period of [NUMBER] months commencing on the date of [DATE] or any anniversary of the date hereof. 2. APPOINTMENT 2.1. The Company hereby appoints the Distributor and the Distributor hereby agrees to act as the non-exclusive distributor of the Company to distribute and sub-license the Software Materials in the Territory. 2.2. 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. 2.3. 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. 3. DURATION This Agreement shall commence on the date of [DATE] hereof for an initial period of [NUMBER] years and shall continue thereafter [unless or] until terminated by either party giving to the other not less than [NUMBER] months' written notice [expiring] [given] on the last day of the said initial period or at any time thereafter, but shall be subject to earlier termination as hereinafter provided. 4. DISTRIBUTION AND SUB-LICENSING 4.1. The Company hereby grants to the Distributor a non-exclusive license to reproduce, distribute and sub-license the Software and the Software Documentation and provide the Support Services on the terms and conditions set out in this Agreement. 4.2. Save as contemplated by paragraph 6.2.3, the Distributor will make the Software available to licensees in object code form only. 4.3. The Software and the Software Documentation shall not be made available without the Support Services and both shall be made available to end-users by the Distributor only on the terms of an End-User Agreement which all parties thereto have executed. 4.4. Except as provided in paragraph 5.2, the Distributor shall not deliver possession of any copies of the Software of the Software Documentation to any third party unless that person has first executed and End-User Agreement. 4.5. The Distributor shall enter into End-User Agreements only with persons situated in the Territory and whereby the Software is to be used only in the Territory. 4.6. Within [NUMBER] days after the execution of this Agreement, the Company shall provide the Distributor with a master copy of the Software (in machine-readable form), the Software Documentation and the Product Description suitable for reproduction of multiple copies by the Distributor. Thereafter, the Company will provide the Distributor promptly with master copies, suitable for reproduction, of any new versions of the Software Materials in the event that the Company releases any modifications, enhancements or replacements of or additions to any of the Software Materials. 4.7. The Distributor shall reproduce the Software Materials only in identical form to the master copies provided by the Company (and in particular shall reproduce the Company's copyright and proprietary notices on every such reproduction) and shall only make such number of copies as are necessary to satisfy the Distributor's obligations pursuant to End-User Agreements together with a reasonable number of copies for demonstration, support and training purposes. 4.8. The Distributor shall enter into End-User Agreements only with prospective licensees whom the Distributor reasonably believes are responsible and likely to comply with their obligations under an End-User Agreement. 4.9. The Distributor undertakes to the Company to comply with and perform its obligations under each End-User Agreement fully and promptly. 4.10. If the Distributor fails to comply with any of its obligations under an End-User Agreement the Company may effect compliance on behalf of the Distributor whereupon the Distributor shall forthwith become liable to pay to the Company all reasonable costs and expenses incurred by the Company as a result. 4.11. The Distributor shall ensure that only the current versions of the Software and the Software Documentation supplied to the Distributor from time to time are delivered to licensees and shall make any new or modified versions available to licensees promptly. 4.12
