The Software Distribution Agreement is essential when a software owner wishes to expand their market reach through third-party distribution channels. This contract type defines the commercial relationship between the software owner and distributor, establishing clear parameters for distribution rights, territories, pricing, and responsibilities. Under U.S. jurisdiction, it must comply with federal copyright laws, state commercial codes, and relevant data protection regulations. The agreement typically includes detailed provisions for intellectual property protection, quality control, marketing requirements, and end-user licensing terms.
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1. Parties: Identification and details of the software owner/licensor and distributor
2. Background: Context of the agreement and brief description of the software product
3. Definitions: Key terms used throughout the agreement including Software, Territory, Distribution Rights, etc.
4. Grant of Rights: Scope of distribution rights, territories, and limitations
5. Term and Termination: Duration of agreement and termination conditions
6. Financial Terms: Pricing, payment terms, and revenue sharing arrangements
7. Intellectual Property Rights: Ownership and protection of IP
8. Warranties and Indemnification: Software warranties, liability limitations, and indemnification obligations
9. Confidentiality: Protection of confidential information exchanged during the distribution relationship
1. Marketing and Promotion: Distribution marketing requirements and restrictions, applicable when specific marketing obligations are required
2. Source Code Escrow: Terms for source code protection and access, relevant for critical software or enterprise solutions
3. Professional Services: Additional services provided by licensor, included when implementation or support services are part of the agreement
4. Export Controls: Compliance with export regulations, necessary when international distribution is involved
1. Schedule 1 - Software Description: Detailed technical specifications and functionality of the software
2. Schedule 2 - Service Level Agreement: Performance metrics and support requirements
3. Schedule 3 - Price List: Detailed pricing structure and commission rates
4. Schedule 4 - Territory Schedule: Defined geographical areas for distribution rights
5. Schedule 5 - End User License Agreement: Standard EULA to be used with end customers
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