The Software License Reseller Agreement is essential for software companies expanding their distribution network in the Philippines. This document is typically used when a software owner wants to authorize third parties to resell their software products while maintaining control over distribution channels and brand integrity. It's particularly important in the Philippine context due to specific requirements under the Electronic Commerce Act (RA 8792) and Data Privacy Act (RA 10173). The agreement should be structured to comply with local regulations while protecting the software owner's intellectual property rights and establishing clear operational guidelines for resellers. It's commonly used for both international software companies entering the Philippine market and local software developers expanding their distribution networks.
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1. Parties: Identification of the Software Owner/Licensor and the Reseller, including complete legal names and addresses
2. Background: Context of the agreement, brief description of the software, and the parties' intentions
3. Definitions: Detailed definitions of key terms used throughout the agreement
4. Appointment and Territory: Scope of reseller appointment and defined territorial limitations
5. License Grant: Specific rights granted to reseller for marketing, distributing, and selling the software
6. Reseller Obligations: Core responsibilities including marketing, sales targets, customer support, and reporting
7. Licensor Obligations: Software owner's commitments regarding support, updates, and training
8. Financial Terms: Pricing structure, payment terms, commissions, and reporting requirements
9. Intellectual Property Rights: Protection of IP rights, usage of trademarks, and licensing terms
10. Confidentiality: Protection of confidential information and trade secrets
11. Term and Termination: Duration of agreement, renewal terms, and termination conditions
12. General Provisions: Standard legal clauses including governing law, dispute resolution, and notices
1. Minimum Purchase Requirements: Include when there are specific sales targets or minimum order quantities
2. White Labeling Rights: Include when reseller has rights to rebrand the software
3. Data Privacy Compliance: Detailed section when software involves significant data collection or processing
4. Export Control: Include when software may be subject to international distribution
5. Source Code Escrow: Include when providing source code access or escrow arrangements
6. Professional Services: Include when reseller will provide additional implementation or customization services
7. Service Level Requirements: Include when specific performance metrics or support levels are required
1. Schedule A - Software Description: Detailed description of the licensed software and its features
2. Schedule B - Territory Definition: Detailed description of authorized sales territory and any exclusions
3. Schedule C - Price List: Current pricing structure, discounts, and commission rates
4. Schedule D - Service Level Agreement: Support and maintenance terms and service levels
5. Schedule E - Marketing Guidelines: Guidelines for software marketing and brand usage
6. Appendix 1 - Technical Requirements: Technical specifications and deployment requirements
7. Appendix 2 - Report Templates: Standard formats for required sales and performance reports
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Software License Reseller Agreement
A Philippine law-governed agreement authorizing a reseller to distribute and sell software products, detailing licensing rights, obligations, and compliance requirements.
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