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Software Distribution Agreement
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Prepared for:
[DISTRIBUTOR COMPANY]

Prepared by:
[DEVELOPER COMPANY]
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Software Distribution Agreement

This Software Distribution Agreement (hereinafter referred to as the "Agreement") is made and effective on [Date] by and between

[Software Developer/Company] (hereinafter referred to as the "Developer"), [Software Developer/Company Address]

and

[Software Distributor/Purchasing Company] (hereinafter referred to as the "Distributor"), [Software Distributor/Purchasing Company Address].

The Developer and the Distributor are collectively referred to as the "Parties" and "Party" individually.

The Developer has developed certain software it desires to distribute.

The Distributor is in the business of marketing and distributing software products.

Developer and Distributor desire to arrange for the Distributor to market Developer's software as set forth herein.

Terms and Conditions

1. Distribution of Software

Appointment

Subject to the terms of this Agreement, Developer appoints Distributor as a non-exclusive Distributor for the following of Developer's software: [Software Description].

The Distributor shall have no right to make copies of the Software. The Distributor shall not distribute any copy of the Software without the Developer's end-user software license agreement. The Distributor will use its best efforts to market, promote, and sell the software to retailers, dealers, and other resellers.

If additional parties are approved as additional sub-Distributors, those parties shall be legally bound by the terms of this Software Distribution Agreement.

Orders for Copies of Software

All orders by Distributor for copies of the Software shall be under the terms and conditions of this Agreement. Such terms and conditions shall supersede any additional or conflicting terms or conditions contained in any purchase order or other communication from the Distributor. Each order shall be for a minimum of [Number] units.

New Versions

If Developer releases a new version of any Software product during the term of this Agreement, Distributor may return, any copies of the old version of such Software product held by Distributor in inventory within [Time Period] after the first shipment of the new version to Distributor, and obtain a copy of the new version of such Software product for each copy of the old version returned to the Developer by the Distributor.

The Distributor shall not have the right to return any copies of the old version that have been sold by the Distributor before the release of the new version. The Distributor shall pay shipping charges both to and from the Developer.

Returns

Distributor may return any units of the Software that are delivered with defective media or damaged packaging or documentation, provided such defects or damage are not the faults of the Distributor. Distributor may otherwise return any unopened Software units during the term of this Agreement provided that Distributor pays a restocking charge to Developer in the amount of $ [0.00] of Developer's then-current price for such Software, and provided that the copies returned by Distributor are current versions of the Software at the time of such return. The Distributor shall request and receive a return of materials authorization number before returning any materials.

Suggested Retail Price

If Developer reduces the suggested retail price of the Software, Developer shall grant an adjustment for Distributor on any then unsold Software in Distributor's physical inventory. The amount of the adjustment will be equal, pro-rata, to the amount of change in the suggested retail price. This adjustment shall be provided only in the form of a credit against any later purchases of the Software by the Distributor.

Trademark License

Developer grants Distributor a worldwide, royalty-free, non-exclusive right and license to use its trade names, trademarks, logos, service marks, or other identifying or distinctive marks (collectively, "Marks"), provided that Distributor shall comply with the Developer's trademark usage guidelines.

Customer Support

Technical support is accessible via e-mail or telephone during normal business hours to customers who purchase the Software. The level of support must, at a minimum, be following Developer's support policies then in effect.

Volume Pricing

The Developer will provide the Distributor with a volume pricing model for all Software unless Developer elects to use the Distributor's standard volume pricing model for any Software. The Distributor and the Distributor's Channel Partners shall use the Distributor's standard volume pricing for sales of the Software in a multiplicity if the Developer does not provide the Distributor with a volume pricing model for the software.

The volume pricing model that will be used for sales of software in multiple quantities will determine the suggested retail price ("SRP") for the software. The Developer may view the Distributor's standard volume pricing model through Developer's online account with Distributor accessible via Distributor's website, and Distributor may update the Distributor's standard volume pricing model at any time at its sole discretion.

2. Payment Partnership

The Distributor shall pay the Developer a royalty for the sales of the software a pricing equivalent to the percentages of SRP as described below:

Basic Channels: [Percentage]

Value Added Channels: [Percentage]

3. Term

The Term of this Agreement shall commence immediately following the acceptance of the Agreement and shall continue for a period of [Time Period] unless otherwise terminated earlier as provided herein.

4. Marketing

The Distributor is solely responsible for any advertising costs associated with software distribution. However, the Developer may, at the Distributor’s sole expense, provide support for advertising services. Any Distributor material used for advertising must be previously approved by the Developer.

5. Escrow

Before the initial release date, the Developer and Distributor shall enter into an escrow agreement that will accompany this Software Distribution Agreement.

6. Proprietary Rights

Ownership by Developer

The Parties agree that Developer owns all proprietary rights, including copyrights, patents, trademarks, and trade secrets, in and to the software and that this Agreement does not transfer ownership of any of these rights.

Ownership by Distributor

The Parties agree that the Distributor shall own all proprietary rights, including trademarks or copyrights, in all marketing materials created, modified, or prepared by a Publisher which may contain the Developer's proprietary materials, including trademarks or copyrights.

7. Support and Training

The Developer shall, at the Distributor’s expense, provide on-site training for the Distributor’s support and sales teams.

The Distributor shall remain responsible for all support needs resulting from the sale of the software.

8. Termination

Either Party may terminate this Agreement effective upon the end of the Initial Term by written notice to the other at least [Time Period] before the end of the Initial Term.

This Agreement may be terminated at any time

  1. By either Party, if there is a default of a material obligation which is not cured within thirty (30) days following notice from the non-defaulting Party
  1. By Developer, if Distributor stops functioning in the normal line of workmanship and concern or to carry out its operations in the normal course of business
  1. By Developer, if Distributor shall become bankrupt or insolvent or Distributor shall make an assignment for the benefit of creditors or a trustee or receiver shall be appointed for Distributor.

Except for a termination for cause, neither Party shall be liable to the other or any other person for any loss or damage occasioned by the termination of this Agreement as provided herein.

Upon termination of this Agreement, the Developer shall cease reproducing, advertising, marketing, and distributing any material or information pertaining to the Distributor immediately.

9. Non-Disclosure Agreement

Distributor agrees that it will not use Developer’s data for the manufacture or procurement of software and services which are the subject of this Order or any software and services or cause said software and services to be manufactured by or procured from any other source, or reproduce said data and information or otherwise appropriate them without the written authorization of the Developer.  

The Distributor agrees that it will not disclose or make available to any third party any of Developer’s data or other information about this Order without obtaining Developer’s prior written consent.

10. Return of Software

Upon termination or expiration of this Agreement, the Distributor shall return to Developer all Software, including code, resources, and documentation, or destroy or erase any versions of such material which cannot be returned to Developer.

11. Maintenance and Support

Maintenance and support for the software for the benefit of the Distributor are not provided under this Agreement.

12. Patents and License

The Developer shall be held responsible for the development, design, production, supply, validity of copyrights and patents claimed by the Developer, and performance of the Software. Distributor, in case of a legal action seeking a remedy from Distributor concerning Developer's warranty, infringement of copyright, patent, trade secret, or other proprietary rights, will immediately notify Developer by Registered Mail of such action.

The Developer may elect to undertake the defense of said action and will assign its attorney to the case at its sole discretion. Developer agrees to indemnify and hold Distributor harmless from and against any claim, loss, damage, expense or liability (including attorney's fees and costs) that may result in whole or in part, from:

  1. Any infringement or any claim of infringement, of any patent, trademark, copyright, trade secret, or other proprietary rights concerning the Software.
  1. Warranty or product liability claim concerning the Software.

13. Limitation of Remedies and Liability

The Developer shall not be liable for any special, indirect, consequential, or incidental damages (including loss of profits) whether based or any other legal theory, even if the Developer was advised of the possibility of such damages.
If any disclaimer of warranty or limitation of liability is found to be unlawful or inapplicable or to have failed of its essential purpose, the Developer's liability shall be limited to the amount paid by Distributor for the specific Software copy that caused the liability in the first place.

14. Indemnification

The Parties each agree to indemnify and hold harmless the other Party, its respective affiliates, employees, and permitted successors and assigns against any losses, claims, liabilities, damages, penalties, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from the negligence of or breach of this Agreement by the indemnifying party, its respective successors and assigns that occurs in connection with this Agreement. This section remains in full force and effect even after termination of the Agreement by its natural termination or the early termination by either party.

15. Arbitration

In the event of any dispute arising in and out of this agreement between the parties, it shall be resolved by Arbitration. There shall be [Number of Arbitrators] Arbitrators which shall be appointed by [Party Name]. The place of Arbitration shall be [Place of Arbitration] and Seat shall be [State of Seat]. The Arbitrators' decision shall be final and will be binding on both the parties. 

16. Miscellaneous

  1. Severability: If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.
  1. Legal and Binding Agreement: This Software Distribution Agreement is legal and binding between the Parties as stated above. The Parties each represent that they have the authority to enter into this Agreement.
  1. Governing Law and Jurisdiction: The Parties agree that this Software Distribution Agreement shall be governed by the State and/or Country of the Event, that is [State/Court/Region].
  1. Entire Agreement: This Contract hereby supersedes any other prior understanding, written or oral agreement between the Parties listed above regarding the subject matter of this Contract. This Contract contains the entire agreement between Developer and Distributor, and no oral representations or modifications shall be put into force except by a written amendment that is agreed to by both Parties.

Acceptance and Signature

The Parties hereby approve the services and rates listed above and agree to respect and uphold the full terms of this Agreement.
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Free Software Distribution Agreement Templates

Licensing out a software is a huge responsibility. Make sure it goes right using this software distribution agreement template,