The Software Distributor Agreement is a crucial document for software companies seeking to expand their market presence in the Philippines through local distribution channels. This agreement is typically used when a software company wants to authorize a local entity to distribute, market, and sell their software products within specific Philippine territories. The document addresses key aspects required under Philippine law, including distribution rights, territorial restrictions, pricing mechanisms, and compliance with local regulations such as the Data Privacy Act and E-commerce Act. It's particularly important for foreign software companies entering the Philippine market, as it needs to balance international software licensing practices with local legal requirements while protecting both parties' interests. The agreement typically includes detailed provisions for technical support, marketing obligations, revenue sharing, and intellectual property protection.
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1. Parties: Identification of the software owner/licensor and the appointed distributor
2. Background: Context of the agreement, brief description of the software, and purpose of the distribution arrangement
3. Definitions: Detailed definitions of technical terms, legal terms, and key concepts used throughout the agreement
4. Appointment and Territory: Scope of distributor appointment and defined geographic territory for distribution rights
5. Grant of Rights: Specific distribution rights granted, including any restrictions and limitations
6. Term and Termination: Duration of the agreement, renewal terms, and conditions for termination
7. Distributor Obligations: Key responsibilities including marketing, sales targets, customer support, and reporting requirements
8. Licensor Obligations: Software owner's commitments regarding software updates, support, and training
9. Intellectual Property Rights: Protection of software IP, usage of trademarks, and licensing terms
10. Pricing and Payment Terms: Distribution pricing structure, payment schedules, and financial arrangements
11. Confidentiality: Protection of confidential information and trade secrets
12. Data Protection: Compliance with Philippine Data Privacy Act and data handling requirements
13. Warranties and Indemnities: Software warranties, performance guarantees, and indemnification provisions
14. Governing Law and Dispute Resolution: Application of Philippine law and dispute resolution mechanisms
1. Non-Competition: Restrictions on distributor's involvement with competing software products
2. Source Code Escrow: Arrangements for source code protection and access under specific conditions
3. Insurance: Required insurance coverage for distribution activities
4. Performance Guarantees: Specific performance metrics and consequences for not meeting targets
5. Sub-Distributors: Terms for appointment and management of sub-distributors
6. Marketing Requirements: Detailed marketing obligations and brand usage guidelines
7. Training and Certification: Requirements for distributor staff training and certification
8. Force Majeure: Provisions for handling unforeseen circumstances and acts of God
1. Schedule 1: Software Description: Detailed technical specifications and features of the software
2. Schedule 2: Territory Map: Detailed description or map of authorized distribution territory
3. Schedule 3: Price List: Comprehensive pricing structure, including discounts and special rates
4. Schedule 4: Service Level Agreement: Support and maintenance service levels and response times
5. Schedule 5: Marketing Guidelines: Brand usage rules and marketing material specifications
6. Schedule 6: Performance Metrics: Detailed sales targets and performance measurement criteria
7. Schedule 7: Technical Requirements: Infrastructure and technical requirements for distribution
8. Appendix A: End User License Agreement: Standard EULA to be used with end customers
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