Parties

• Licensor
• Licensee

When To Use

For use by Licensor with the appointment of Resellers or Distributors as intermediaries in traditional software distribution channels. For example, this is the typical Value Added Reseller (VAR) agreement for traditional software channels (not Web channels).

Licensor grants to Licensee rights to market and distribute Software Product(s) on a standalone and bundled basis.

Branding may be Licensor's branding, Licensee's "private label" branding, or co-branding.

Licensor manufactures the Software Product(s) and ships Software Product(s) in finished product packages (not master media) to Licensee in object code form for marketing and distribution by Licensee (should be distinguished from an OEM Contract where the Licensor's licensed software is required to be integrated, combined or bundled with specified products of the OEM-reseller's product line and no standalone distribution is permitted).

The reseller is granted the right to contract directly in its own name, to grant sublicenses, and to determine the resale pricing.

"Intelligent" Document Assembly Does Work For You

This is not a static downloadable form -- my embedded logic selects, orders, arranges, and formats my carefully worded clauses from the ContractMaker database and "intelligently" assembles your document -- you're empowered to create a near-custom agreement with 1000's of meaningful variations.

Features And Options

• The keys to establishing a successful distributor-reseller relationship are to clearly and concisely set out the rights and limitations of the distributor-reseller (including market segmentation and branding options that will optimize the value Licensor's overall distribution channels) while providing for appropriate support for the distributor-reseller -- this agreement is strong in both areas
• Option for "reseller"-type agreement (where Licensee is authorized to distribute only to end-users)
• Option for "distribution"-type agreement (where Licensee is authorized to distribute to resellers with the option to distribute also to end-users)
• Branding options include branding by Licensor only, by Licensee's "private label" branding only, or co-branding
• Segment market by territory
• Segment market by field of use: platform or vertical market
• Exclusive dealing option (requiring Distributor-Reseller not to deal in competitive Products)
• Minimum purchase commitment option
• Initial inventory commitment option
• Flexible technical support and warranty options
• Options for unilateral or reciprocal confidentiality obligations
• Optional warranties regarding rights
• Option for dispute resolution by arbitration

Unlimited Drafting Benefit

One of the great benefits of our ContractMaker service is that if you're not sure how to structure your transaction, or if you want to develop "fall back" positions for negotiation purposes, you may draft alternate variations of this document at no extra charge to assist you in developing your strategies.