This software distribution agreement long form template has 27 pages and is a MS Word file type listed under our software & technology documents.
Sample of our software distribution agreement long form 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] WHEREAS Company is the owner of certain computer softwares known as [SPECIFY] and [SPECIFY]; WHEREAS Company has developed and plans to continue the development of technologies solutions (hardware and software) that integrate new concepts for dispatch and transportation management systems that utilize real time operation research techniques; WHEREAS Company is a wholly owned subsidiary of Distributor (hereinafter "Distributor"); WHEREAS Distributor (hereinafter "Distributor"), a company controlled by Company, develops hardware products, such as the [SPECIFY] and is currently active in the [COUNTRY] market; WHEREAS Distributor, Distributor and Company (hereinafter "[COMPANY NAME]Distributor") possess other technologies and plans to deliver other products that can be adapted by public safety agencies in conjunction with a computer aided dispatch system in order to automate their business, including Software known as [SPECIFY] and [SPECIFY] as well as software to be used for purposes of [SPECIFY] which are presently in development phase; WHEREAS the Distributor is focused on providing automation solutions to the [SPECIFY] Market and requires a next generation system computer aided dispatch software solution combining open systems, Client Server, relational database and Windows technologies; WHEREAS the Distributor may expand its business into other market verticals in the future; WHEREAS the Distributor wishes to gain distributor status for the above-mentioned and future Distributor; WHEREAS the Distributor possesses other software products such as [SPECIFY] that can be readily marketed and distributed in both [COUNTRY/REGION] and [COUNTRY/REGION]; WHEREAS Distributor has offices in [COUNTRY] and [COUNTRY] and is about to enter into a cooperative marketing agreement with the Distributor to distribute its public safety and justice products in these areas; WHEREAS Company is developing similar products to be adapted to its software; WHEREAS the Distributor acknowledges and agrees that Company, in entering into this Agreement, is relying on the representations made by the Distributor with respect to the Distributor's sale and marketing strength; WHEREAS Distributor is granting to the Distributor, as of the date hereof, non-exclusive distribution rights with respect to certain softwares; WHEREAS Distributor is granting to the Distributor, as of the date hereof, non-exclusive distribution rights with respect to certain hardwares; WHEREAS the Distributor is granting to Distributor, as of the date hereof, non-exclusive distribution rights for software(s) known as ["Criminal and civil justice and offender management systems"]; WHEREAS the conclusion of the distribution agreements referred to above between [COMPANY NAME] and the Distributor, [COMPANY NAME] and the Distributor and the Distributor and [COMPANY NAME] is an essential condition for the conclusion of this distribution agreement by Company. NOW IT IS HEREBY AGREED as follows: DEFINITIONS In this Agreement, unless the context otherwise requires, the following expressions have the following meanings: "Agent" means a person authorized pursuant to paragraph 3.2 of this Agreement to act as agent for the Distributor; "Business Day" means a day other than a Saturday, Sunday or a public holiday; "Competitive Product" means any computer software that provides the same or substantially similar functionality and features as any given Product at a price within [PERCENTAGE %] percent of the published list price of the Product within the Territory, or part thereof, at that time; [SPECIFY] or [SPECIFY] means a software system developed by Company and designed to ·; "Customer" means the beneficiary of a License; "Distributor Modifications" means all modifications and enhancements of the Product made by the Distributor in accordance with the provisions of this Agreement; [SPECIFY] means a software [SPECIFY]; "Exclusive Product" means those Products for which exclusive rights are granted to the Distributor pursuant to Section 2; "Exclusive Territory" means [COUNTRY/REGION] with the exclusion of the Province of [STATE/PROVINCE]; "Intellectual Property Rights" includes patents, trademarks, service marks, registered designs, integrated circuit topography, including applications for any of the foregoing, as well as copyright, design rights, know-how, confidential information, trade and business names and any other similar rights in any country; "Justice Markets" means the market covering civil and criminal courts management for federal, state, provincial, municipal or local public authorities; "License" means the grant of authority by the Distributor (it's Sub-distributors or Agents) to a Customer to operate a single copy of the Product on a designated CPU, on the terms and conditions set out in Section 5 hereto; "Non-Exclusive Products" means those Products for which non-exclusive rights are granted to the Distributor pursuant to Section 2; "Non-Exclusive Territory" means the world; [SPECIFY] means the countries of the [COUNTRY], [COUNTRY] and [COUNTRY]; "Planned Products" means those [SPECIFY] planned softwares presently known as "Record Management", "Fleet Management", "Ticket Management", "Jail Management", "Court Management" and "Personal Schedule"; "Portable Personal Computer" means a rugged mobile computer developed and designed by Distributor to perform in a hostile environment; "Preferential" means under terms and conditions no less favorable for the beneficiary of such conditions as those given, at the relevant time, to any third party under the same or similar circumstances; "Product" means the executable version of Company's [SPECIFY] or [SPECIFY], as the case may be, and all modifications, enhancements and replacements thereof and additions thereto which may be provided by Company and made available to the Distributor from time to time pursuant to this Agreement and shall include any Planned Product as soon as Company shall consider, in its sole discretion, that any such Planned Product has achieved a sufficient level of development to be ready for distribution; "Product Description" means the documents describing the facilities and functions of the Product as may be supplied to the Distributor by Company from time to time; "Product Documentation" means the operating manuals and other documents provided by Company to the Distributor from time to time for use by Customers in conjunction with the Product; "Product Materials" means the relevant Product, together with the Product Description and the Product Documentation related to this Product; "Public Safety Market" means the market covering police, fire, ambulance and environment services provided by federal, state, provincial, municipal or local public authorities; "Public Safety and Justice Market" means the Public Safety Market and the Justice Market; "Radio Link" means a radio communication protocol using TCP\IP; "Related Agreements" means those distribution agreements entered into between [COMPANY NAME] and Distributor (as distributor), between [COMPANY NAME] and Distributor (as distributor) and between Dsitributor and [COMPANY NAME] (as distributor) as of the date hereof;
