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Software Distribution Agreement Template for England and Wales

A Software Distribution Agreement under English and Welsh law establishes the legal framework for the distribution of software products. It defines the rights and obligations between software owners and distributors, including territorial rights, pricing structures, intellectual property protection, and service level requirements. The agreement ensures compliance with UK software licensing laws, data protection regulations, and consumer protection requirements while providing clear guidelines for commercial distribution arrangements.

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What is a Software Distribution Agreement?

The Software Distribution Agreement is essential when a software owner wishes to authorize third parties to distribute their software products in specific territories. This agreement, governed by English and Welsh law, outlines crucial elements including distribution rights, territorial restrictions, revenue sharing, intellectual property protection, and compliance requirements. It's particularly important in today's digital marketplace where software distribution often involves multiple channels and territories. The agreement helps protect the interests of both the software owner and distributor while ensuring compliance with relevant UK legislation including data protection, consumer rights, and electronic commerce regulations.

What sections should be included in a Software Distribution Agreement?

1. Parties: Identifies and defines the contracting parties - distributor and software owner

2. Background: Explains context and purpose of the software distribution agreement

3. Definitions: Defines key terms used throughout the agreement including Software, Territory, Distribution Rights, etc.

4. Grant of Rights: Specifies distribution rights, territories, and any restrictions on distribution

5. Term and Termination: Duration of the agreement and conditions for termination or renewal

6. Payment Terms: Pricing, commission structures, payment conditions, and reporting requirements

7. Intellectual Property Rights: IP ownership, licensing terms, and protection of software rights

8. Warranties and Indemnities: Legal guarantees and protection provisions for both parties

9. Confidentiality: Protection of confidential information and trade secrets

10. Governing Law and Jurisdiction: Specification of English and Welsh law as governing law and jurisdiction

What sections are optional to include in a Software Distribution Agreement?

1. Marketing and Promotion: Optional section specifying distribution marketing requirements and minimum marketing spend

2. Service Level Agreement: Optional section detailing performance metrics and support requirements when technical support is part of distribution

3. Data Protection: Optional section covering data handling and privacy requirements when personal data processing is involved

4. Export Control: Optional section for compliance with export control regulations when international distribution is involved

5. Source Code Escrow: Optional section for source code protection and access arrangements if required

What schedules should be included in a Software Distribution Agreement?

1. Schedule 1 - Software Description: Technical specifications, features, and functionality of the software

2. Schedule 2 - Territory Schedule: Detailed breakdown of authorized distribution territories and any territory-specific terms

3. Schedule 3 - Price List: Pricing structure, commission rates, and any volume-based discounts

4. Schedule 4 - Service Level Requirements: Detailed support and maintenance specifications if applicable

5. Schedule 5 - Minimum Performance Requirements: Sales targets, performance metrics, and minimum commitments

6. Schedule 6 - Approved Sub-distributors: List of approved sub-distributors if sub-distribution is permitted

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

England and Wales

Publisher

Genie AI

Cost

Free to use

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