The Reseller Software License agreement is essential for software companies expanding their market reach through indirect sales channels in the Netherlands and potentially across the EU. This document type is typically used when a software vendor wants to establish a formal reseller relationship without transferring ownership of the intellectual property. It includes comprehensive provisions for license grant, territory definitions, pricing structures, and compliance requirements under Dutch law. The agreement is particularly important for ensuring compliance with both Dutch commercial code and EU regulations, including GDPR and software licensing directives. It should be used when establishing new reseller relationships or formalizing existing arrangements, and requires careful consideration of Dutch contract law principles, especially regarding commercial agency and distribution relationships.
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1. Parties: Identification of the software vendor and reseller with full legal details
2. Background: Context of the agreement and brief description of parties' business and intentions
3. Definitions: Defined terms including Software, Territory, End Users, License, etc.
4. Appointment and Scope: Terms of reseller appointment, exclusivity/non-exclusivity, and territory definition
5. License Grant: Scope of license to reseller and sublicense rights to end users
6. Ordering and Delivery: Process for ordering licenses, delivery mechanisms, and activation procedures
7. Fees and Payment: Pricing structure, payment terms, and financial conditions
8. Obligations of Reseller: Reseller's duties including marketing, support, and compliance requirements
9. Obligations of Vendor: Vendor's responsibilities including support, updates, and training
10. Intellectual Property Rights: Protection of IP rights, ownership, and permitted usage
11. Confidentiality: Protection of confidential information and trade secrets
12. Data Protection: GDPR compliance and data handling requirements
13. Term and Termination: Duration, renewal, and termination provisions
14. Post-Termination: Rights and obligations after agreement ends
15. Liability and Indemnification: Limitation of liability and indemnification obligations
16. General Provisions: Standard boilerplate including governing law, notices, and assignment
1. Marketing and Promotion: Detailed marketing requirements and branding guidelines - include if reseller has significant marketing responsibilities
2. Service Level Agreement: Support and maintenance service levels - include if reseller provides technical support
3. Audit Rights: Right to audit reseller's compliance - include for high-value or complex arrangements
4. Insurance: Insurance requirements - include for high-risk territories or products
5. Competition Restrictions: Non-compete and territory restrictions - include if exclusive arrangement
6. Source Code Escrow: Source code protection provisions - include if reseller requires business continuity assurance
7. Professional Services: Terms for additional services - include if reseller provides implementation or consulting
8. Minimum Purchase Requirements: Sales targets and minimum commitments - include for exclusive or strategic partnerships
1. Schedule 1 - Software Description: Detailed description of software products and versions covered
2. Schedule 2 - License Terms: End user license agreement (EULA) terms
3. Schedule 3 - Price List: Pricing structure, discounts, and commission rates
4. Schedule 4 - Territory Definition: Detailed description of geographical or market territory
5. Schedule 5 - Service Levels: Technical support and maintenance service level requirements
6. Schedule 6 - Report Templates: Templates for sales reporting and forecasting
7. Appendix A - Technical Requirements: Technical specifications and system requirements
8. Appendix B - Support Procedures: Support escalation procedures and contact details
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Reseller Software License
Dutch law-governed agreement authorizing software resale and distribution rights, including licensing terms and commercial conditions.
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