[{"data":1,"prerenderedAt":473},["ShallowReactive",2],{"document-software-distribution-agreement-long-form-D803":3},{"document":4,"label":21,"preview":11,"thumb":22,"thumb600":23,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":24,"breadcrumb":28,"related":36,"customDescModule":169,"customdescription":6,"mdFm":170,"mdProseHtml":472},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":20},"SOFTWARE DISTRIBUTION AGREEMENT This Software Distribution Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Distributor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS Company is the owner of certain computer softwares known as [SPECIFY] and [SPECIFY]; WHEREAS Company has developed and plans to continue the development of technologies solutions (hardware and software) that integrate new concepts for dispatch and transportation management systems that utilize real time operation research techniques; WHEREAS Company is a wholly owned subsidiary of Distributor (hereinafter \"Distributor\"); WHEREAS Distributor (hereinafter \"Distributor\"), a company controlled by Company, develops hardware products, such as the [SPECIFY] and is currently active in the [COUNTRY] market; WHEREAS Distributor, Distributor and Company (hereinafter \"[COMPANY NAME]Distributor\") possess other technologies and plans to deliver other products that can be adapted by public safety agencies in conjunction with a computer aided dispatch system in order to automate their business, including Software known as [SPECIFY] and [SPECIFY] as well as software to be used for purposes of [SPECIFY] which are presently in development phase; WHEREAS the Distributor is focused on providing automation solutions to the [SPECIFY] Market and requires a next generation system computer aided dispatch software solution combining open systems, Client Server, relational database and Windows technologies; WHEREAS the Distributor may expand its business into other market verticals in the future; WHEREAS the Distributor wishes to gain distributor status for the above-mentioned and future Distributor; WHEREAS the Distributor possesses other software products such as [SPECIFY] that can be readily marketed and distributed in both [COUNTRY/REGION] and [COUNTRY/REGION]; WHEREAS Distributor has offices in [COUNTRY] and [COUNTRY] and is about to enter into a cooperative marketing agreement with the Distributor to distribute its public safety and justice products in these areas; WHEREAS Company is developing similar products to be adapted to its software; WHEREAS the Distributor acknowledges and agrees that Company, in entering into this Agreement, is relying on the representations made by the Distributor with respect to the Distributor's sale and marketing strength; WHEREAS Distributor is granting to the Distributor, as of the date hereof, non-exclusive distribution rights with respect to certain softwares; WHEREAS Distributor is granting to the Distributor, as of the date hereof, non-exclusive distribution rights with respect to certain hardwares; WHEREAS the Distributor is granting to Distributor, as of the date hereof, non-exclusive distribution rights for software(s) known as [\"Criminal and civil justice and offender management systems\"]; WHEREAS the conclusion of the distribution agreements referred to above between [COMPANY NAME] and the Distributor, [COMPANY NAME] and the Distributor and the Distributor and [COMPANY NAME] is an essential condition for the conclusion of this distribution agreement by Company. NOW IT IS HEREBY AGREED as follows: DEFINITIONS In this Agreement, unless the context otherwise requires, the following expressions have the following meanings: \"Agent\" means a person authorized pursuant to paragraph 3.2 of this Agreement to act as agent for the Distributor; \"Business Day\" means a day other than a Saturday, Sunday or a public holiday; \"Competitive Product\" means any computer software that provides the same or substantially similar functionality and features as any given Product at a price within [PERCENTAGE %] percent of the published list price of the Product within the Territory, or part thereof, at that time; [SPECIFY] or [SPECIFY] means a software system developed by Company and designed to ·; \"Customer\" means the beneficiary of a License; \"Distributor Modifications\" means all modifications and enhancements of the Product made by the Distributor in accordance with the provisions of this Agreement; [SPECIFY] means a software [SPECIFY]; \"Exclusive Product\" means those Products for which exclusive rights are granted to the Distributor pursuant to Section 2; \"Exclusive Territory\" means [COUNTRY/REGION] with the exclusion of the Province of [STATE/PROVINCE]; \"Intellectual Property Rights\" includes patents, trademarks, service marks, registered designs, integrated circuit topography, including applications for any of the foregoing, as well as copyright, design rights, know-how, confidential information, trade and business names and any other similar rights in any country; \"Justice Markets\" means the market covering civil and criminal courts management for federal, state, provincial, municipal or local public authorities; \"License\" means the grant of authority by the Distributor (it's Sub-distributors or Agents) to a Customer to operate a single copy of the Product on a designated CPU, on the terms and conditions set out in Section 5 hereto; \"Non-Exclusive Products\" means those Products for which non-exclusive rights are granted to the Distributor pursuant to Section 2; \"Non-Exclusive Territory\" means the world; [SPECIFY] means the countries of the [COUNTRY], [COUNTRY] and [COUNTRY]; \"Planned Products\" means those [SPECIFY] planned softwares presently known as \"Record Management\", \"Fleet Management\", \"Ticket Management\", \"Jail Management\", \"Court Management\" and \"Personal Schedule\"; \"Portable Personal Computer\" means a rugged mobile computer developed and designed by Distributor to perform in a hostile environment; \"Preferential\" means under terms and conditions no less favorable for the beneficiary of such conditions as those given, at the relevant time, to any third party under the same or similar circumstances; \"Product\" means the executable version of Company's [SPECIFY] or [SPECIFY], as the case may be, and all modifications, enhancements and replacements thereof and additions thereto which may be provided by Company and made available to the Distributor from time to time pursuant to this Agreement and shall include any Planned Product as soon as Company shall consider, in its sole discretion, that any such Planned Product has achieved a sufficient level of development to be ready for distribution; \"Product Description\" means the documents describing the facilities and functions of the Product as may be supplied to the Distributor by Company from time to time; \"Product Documentation\" means the operating manuals and other documents provided by Company to the Distributor from time to time for use by Customers in conjunction with the Product; \"Product Materials\" means the relevant Product, together with the Product Description and the Product Documentation related to this Product; \"Public Safety Market\" means the market covering police, fire, ambulance and environment services provided by federal, state, provincial, municipal or local public authorities; \"Public Safety and Justice Market\" means the Public Safety Market and the Justice Market; \"Radio Link\" means a radio communication protocol using TCP\\IP; \"Related Agreements\" means those distribution agreements entered into between [COMPANY NAME] and Distributor (as distributor), between [COMPANY NAME] and Distributor (as distributor) and between Dsitributor and [COMPANY NAME] (as distributor) as of the date hereof;",null,"Software Distribution Agreement  Long Form","27",202,"doc","https://templates.business-in-a-box.com/imgs/1000px/software-distribution-agreement-_long-form-D803.png","https://templates.business-in-a-box.com/imgs/250px/803.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#803.xml",{"title":6,"description":6},[16,19],{"label":17,"url":18},"Software & Technology","/templates/software-technology-business/",{"label":17,"url":18},"software distribution agreement long form","Software Distribution Agreement  Long Form 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Agreement","/template/manufacturing-distribution-agreement-D5198","https://templates.business-in-a-box.com/imgs/250px/5198.png",{"description":86,"descriptionCustom":6,"label":87,"pages":88,"size":89,"extension":10,"preview":90,"thumb":91,"svgFrame":92,"seoMetadata":93,"parents":95,"keywords":94,"url":101},"SOFTWARE LICENSE AGREEMENT This Software License Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [FIRST PARTY NAME] (the \"Licensor\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [LICENSEE NAME] (the \"Licensee\"), an individual with his main address located at ______________ OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Licensor owns [SOFTWARE NAME] (the \"Software\") and wishes to grant a license to the Licensee, along with the right to use and operate the Software in [TERRITORY] (the \"Territory\") and the Licensee agrees to take the said license from the Licensor upon the terms and conditions as set forth in this Agreement. NOW THEREFORE, in consideration of the premises and of the mutual agreements contained in this Agreement, the Parties hereto agree as follows: DEFINITIONS AND INTERPRETATION The following definitions apply throughout this Agreement unless otherwise stated: \"Agreement\" means this Software Licensing Agreement and any amendment made thereto from time to time by the Parties hereto. \"Software\" refers to [SOFTWARE NAME]. \"Derivative Works\" mean works developed by the Licensee, its officers, agents, contractors or employees, which are based upon, in whole or in part, the Source Code and/or the Documentation and may also be based upon and/or incorporate one or more other pre-existing works. Derivative Works may be any Improvement, revision, modification, translation (including compilation or recapitulation by computer), abridgment, condensation, expansion, or any other form in which such a pre-existing work may be recast, transformed, or adapted. For purposes hereof, a Derivative Work shall also include any compilation that incorporates such a pre-existing work. \"Documentation\" means written, printed or otherwise recorded or stored (digital or paper) material relating to the Software and Source Code, including technical specifications and instructions for its use, including Source Code annotations and other descriptions of the principles of operation of the Source Code and tools and instructions for its use. \"Source Code\" means the computer programming Source Code form of the Software in the form provided by the Licensor to the Licensee, and includes all non-third-party executables, libraries, components, and Documentation created or used in the creation, development, maintenance, and support of the Software, as well as all updates, Error corrections and revisions thereto provided by the Licensor, all provided by the Licensor for use, in whole or in part, either by itself or in the development of Derivative Works. \"Improvements\" shall mean, with respect to the Source Code, all modifications and changes made, developed, acquired or conceived after the date hereof and during the entire term of this Agreement. TERM This Agreement shall come into effect on [SPECIFY DATE] and shall continue until termination of this Agreement. GRANT OF LICENSE The Licensor hereunder grants to the Licensee an exclusive, non-transferable, irrevocable, royalty-free license to use and operate the Software in the Territory, including but not limited to the right and license to use and incorporate the Source Code and/or the Documentation, in whole or in part, to develop Derivative Works (including the integration of all or part of the Source Code into the Licensee's own software), and to compile, use, copy, and distribute executable versions of such Derivative Works. The Licensor shall hereunder provide the Source Code and all other Software related information to the Licensee and also hereby allows the Licensee to modify the said Software, change its Source Code, and change its name and logo at any time and at its sole discretion without any notification to the Licensor. The Licensee shall also have the right and license to use and copy the Source Code, in whole or in part, in compiled, object-code form for the Licensee's internal testing and development use and also the right and license to make a reasonable number of backup and archival copies of Source Code and Documentation. The Licensee shall not, however, transfer or sublicense the Software to any third party, in whole or in part, in any form, whether modified or unmodified. DELIVERABLES The Licensor shall hand over the Software, including the Source Code, to the Licensee in order to be used and operated by the Licensee in the Territory within a period of [SPECIFY DAYS OR MONTHS] from the date of signing this Agreement. SUPPORT AND WARRANTY PERIOD For a period of [SPECIFY MONTHS OR YEARS] (the \"Warranty period\") from the date of the deliverables, as mentioned in clause 4 of this Agreement, the Licensor, at no additional charge, shall provide to the Licensee: the Source Code for all upgrades, updates, patches, fixes and other modifications to the Software (\"Software Modifications\"); Error correction services, more specifically, to the extent the Source Code (and/or the files resulting from compiling the Source Code), programming services, instructions and/or source code to correct such Errors to bring the Source Code (and/or the files resulting from compiling the Source Code) into compliance with the representations and warranties set forth in this Agreement. The Licensor shall use commercially reasonable measures to provide Error corrections, or a work-around for such Errors, within [NUMBER OF DAYS] days of notification by the Licensee. Where a work-around is initially provided, the Licensor shall continue to use commercially reasonable efforts to develop an Error correction until such Error correction is delivered. To the extent an Error is intermittent in nature and the Licensee is having problems recreating the Error for the purposes of reporting Errors to the Licensor, the Licensor shall provide assistance to the Licensee in recreating the Error; personnel with levels of expertise (both general technical as well as specifically with respect to the Software and the Source Code) to provide technical support, advice and consultation to the Licensee. Such technical support and assistance shall include, without limitation, support and assistance with respect to the Software, Source Code, and the Licensee's development efforts, and shall also include technical support consulting services for modifications to the Source Code made by the Licensee. LICENSE FEE The Licensee shall pay the Licensor for this license at the rate of [AMOUNT] per [month] payable in advance. The first payment shall be made on the date of the beginning of the period specified above. Subsequent payments shall be made in advance promptly on the [day of each month] thereafter during the continuation of this Agreement. All payments hereunder shall be made in [CURRENCY] currency and via [MODE OF PAYMENT] as the mode of payment. REPRESENTATIONS AND WARRANTIES OF LICENSOR The Licensor hereby represents and warrants that the license granted hereunder to the Licensee has been granted on [SPECIFY \"AN EXCLUSIVE\" OR \"A NON-EXCLUSIVE\"] basis. The Licensor represents and warrants that the Software and services shall be provided in a good and professional manner in accordance with industry practices. The Licensor represents and warrants that the Software shall be bug-free, error-free and compatible with third-party software, and, in case of any bugs etc. in the Software, this shall be rectified by the Licensor free of cost during the Warranty period.","Software License Agreement","8",513,"https://templates.business-in-a-box.com/imgs/1000px/software-license-agreement-D12928.png","https://templates.business-in-a-box.com/imgs/250px/12928.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12928.xml",{"title":94,"description":6},"software license agreement",[96,98],{"label":31,"url":97},"business-legal-agreements",{"label":99,"url":100},"License Agreements","license-agreement","/template/software-license-agreement-D12928",{"description":103,"descriptionCustom":6,"label":104,"pages":105,"size":89,"extension":10,"preview":106,"thumb":107,"svgFrame":108,"seoMetadata":109,"parents":111,"keywords":110,"url":114},"AFFILIATE PURCHASE AGREEMENT This Affiliate Purchase Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [COMPANY] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE] with its head office located at: [YOUR COMPLETE ADDRESS] AND: [SECOND PARTY NAME] (the \"Affiliate \"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Company wishes to establish a customer oriented sales, service network of Affiliates WHEREAS the Affiliate shall market the products and services of the Company to various customers and accordingly receive commission whenever the referred customer of the Affiliate purchases the products and services of the Company; WHEREAS the Parties wish to evidence their contract in writing; NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS: DEFINITIONS \"Customer\" means one who buys goods and/or services. \"Affiliate\" means any legal entity, or an individual approved to participate in Company's Affiliate Program. \"Confidentiality\" means, any and all confidential business information concerning either part that is disclosed to the other party in connection with this Agreement, including all confidential information disclosed to Affiliate and including the terms of this Agreement. PURPOSE AND FORMATION OF AFFILIATE PURCHASE AGREEMENT The purpose of this agreement is to establish a non-exclusive relationship between the Company and Affiliate where the Affiliate shall promote certain goods and services of the Company to the customers and the Affiliate shall receive commission whenever a sale of the products or services of the Company is made through the Affiliate link. PROMOTION OF AFFILIATE RELATIONSHIP Affiliate's participation in the Affiliate Program allows the Company to make a variety of graphic and textual links available to Affiliate. The Links will serve to identify Affiliate's website as a member of the Affiliate Program and will establish a link from its website or e-mail to Company's website. Unless expressly permitted by Company the Links are to be used on its website and it shall not distribute the Links to third parties to be posted on websites that it does not own. The Affiliate agrees to cooperate fully with Company to establish and maintain such Links. Affiliate further agrees that its use of the Links must be in compliance with this Agreement at all times. DATA SECURITY 4.1 Affiliate shall comply with all applicable data protection laws regarding the transmission of data exported to or from the United States or the country in which Affiliate resides, including without limitation, the General Data Protection Regulation 2016/679 of European Parliament and of the Council of 27 April 2016 (the \"GDPR\"). Affiliate, as a controller under the GDPR, shall also implement appropriate technical measures to ensure a level of security appropriate to the risk, considering the nature, scope, context, and purpose of processing any personal data. Affiliate agrees to promptly assist Company in complying with any data subject rights request under the GDPR that Company may receive from any individuals referred to Company by Affiliate. Affiliate further agrees to promptly assist Company in complying with any duties to cooperate with supervisory authorities under the GDPR. COMMISSIONS 5.1 The Affiliate shall be entitled to a commission of [COMMISSION PERCENTAGE] % for each Qualified Purchase by the Customer referred by the Affiliate. The Company shall pay the commission of the Affiliate at the end of each month for the qualified Purchases for that month. TERM, TERMINATION AND BREACH OF THIS AGREEMENT This agreement, shall expire [NUMER OF YEARS] years from the date of this agreement with year-to-year options thereafter unless terminated earlier by one of the following events: Written agreement by the Parties to terminate this agreement, or If any team member petitions for bankruptcy or reorganization under bankruptcy laws, or makes an assignment of the benefit of creditors, or The Government's debarment or suspension of any team member which would preclude any team member's participation in contracts with the Government, or By written notification by either party. If any Party breaches or defaults any of the provisions of this Agreement, the other Parties may provide written notice of such breach in accordance with the NOTICES provision of this agreement. If said Party does not cure its performance within 15 days from the date it receives notice, then any time after the expiration of such cure period, the non-breaching Party may give written notice to the other(s) of its election to terminate this Agreement. Should there be any dispute arising under or related to this Agreement, such dispute may be resolved as provided under provisions of the Alternate Disputes Resolution process as defined by this Agreement. In the event that this Agreement is terminated, any contracts or subcontracts resulting from efforts under this Agreement shall remain in effect, subject to the terms and conditions therein. OWNERSHIP OF TECHNOLOGY/RIGHTS IN INVENTION PATENTS, COPYRIGHTS AND TRADE SECRETS AND OTHER INTELLECTUAL PROPERTY A Party shall own rights to any technology it independently develops or has already developed. Each Party shall mark all independently owned proprietary materials with designation of \"proprietary\" prior to the release to either Party. CONFIDENTIALITY AND NON-DISCLOSURE Non-Disclosure 8.1.1 Without the other Parties' prior, written consent, no Party shall directly or indirectly, disclose, make available, or communicate to anyone or any entity, other than its own employees, agents, and representatives, all or any part of any proprietary information shared by the other Party with it during the course of this Agreement, except as may be required by court order or overriding federal law. Each Party acknowledges and agrees, that the other Parties have valuable, proprietary rights in their information and agrees to keep the other Parties' information strictly confidential and only disclose it to those of its employees, agents, or representatives who have a need to know. Before disclosure, each Party shall advise any such employees, agent, or representative to whom such disclosure is made of this Agreement and require any such employee, agent, or representative to agree to abide by the terms of this Agreement and keep all disclosed information confidential. This covenant of confidentiality and non-disclosure shall apply to written materials and information, and to information imparted verbally. Return of Written Materials 8.2.1 The Parties acknowledge that any such information will be shared for the sole purpose of determining if there is a basis for agreement between the Parties. Neither Party is hereby granting the other any right or license with respect to any shared information. If the Parties fail to reach agreement, each Party shall return to the other any written materials or information given to it (and copies made by it) or affix in writing that such materials or information has been destroyed. If agreement is not reached, any Party shall not use in any way for its benefit or any other person's or entity's benefit any such information or materials shared with it without the other Parties' written consent. Term 8.3.1 The non-disclosure terms to this Agreement shall be in effect for a period of five years from its date of execution with year-to-year options, if exercised, or three years from termination of this Affiliate Purchase agreement, whichever is longer. 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NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","3","https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":123,"description":6},"non disclosure agreement nda",[125,126],{"label":31,"url":97},{"label":127,"url":128},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":131,"descriptionCustom":6,"label":132,"pages":133,"size":134,"extension":10,"preview":135,"thumb":136,"svgFrame":137,"seoMetadata":138,"parents":139,"keywords":143,"url":144},"INDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor Agreement (\"Agreement\") is made and effective [Date], BETWEEN: [INDEPENDENT CONTRACTOR NAME] (the \"Independent Contractor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS Independent Contractor is engaged in providing [Describe] business services, its Employer Tax I.D. Number is [Insert], and its Business License Number is [insert]. Independent Contractor has complied with all Federal, State, and local laws regarding business permits, sales permits, licenses, reporting requirements, tax withholding requirements, and other legal requirements of any kind that may be required to carry out said business and the Scope of Work which is to be performed as an Independent Contractor pursuant to this Agreement. Independent Contractor is or remains open to conducting similar tasks or activities for clients other than the Company and holds themselves out to the public to be a separate business entity. Company desires to engage and contract for the services of the Independent Contractor to perform certain tasks as set forth below. Independent Contractor desires to enter into this Agreement and perform as an independent contractor for the company and is willing to do so on the terms and conditions set forth below. NOW, THEREFORE, in consideration of the above recitals and the mutual promises and conditions contained in this Agreement, the Parties agree as follows: TERMS This Agreement shall be effective commencing [Date], and shall continue until terminated at the completion of the Scope of Work which shall occur no later than [Date] or by either party as otherwise provided herein. STATUS OF INDEPENDENT CONTRACTOR This Agreement does not constitute a hiring by either party. It is the parties intentions that Independent Contractor shall have an independent contractor status and not be an employee for any purposes, including, but not limited to, [laws]. Independent Contractor shall retain sole and absolute discretion in the manner and means of carrying out their activities and responsibilities under this Agreement. This Agreement shall not be considered or construed to be a partnership or joint venture, and the Company shall not be liable for any obligations incurred by Independent Contractor unless specifically authorized in writing. Independent Contractor shall not act as an agent of the Company, ostensibly or otherwise, nor bind the Company in any manner, unless specifically authorized to do so in writing. TASKS, DUTIES, AND SCOPE OF WORK Independent Contractor agrees to devote as much time, attention, and energy as necessary to complete or achieve the following: [Describe]. The above to be referred to in this Agreement as the \"Scope of Work\". It is expected that the Scope of Work will completed by [Date]. Independent Contractor shall additionally perform any and all tasks and duties associated with the Scope of Work set forth above, including but not limited to, work being performed already or related change orders. Independent Contractor shall not be entitled to engage in any activities which are not expressly set forth by this Agreement. The books and records related to the Scope of Work set forth in this Agreement shall be maintained by the Independent Contractor at the Independent Contractor's principal place of business and open to inspection by Company during regular working hours. Documents to which Company will be entitled to inspect include, but are not limited to, any and all contract documents, change orders/purchase orders and work authorized by Independent Contractor or Company on existing or potential projects related to this Agreement. Independent Contractor shall be responsible to the management and directors of Company, but Independent Contractor will not be required to follow or establish a regular or daily work schedule. Supply all necessary equipment, materials and supplies. Independent Contractor will not rely on the equipment or offices of Company for completion of tasks and duties set forth pursuant to this Agreement. Any advice given Independent Contractors regarding the scope of work shall be considered a suggestion only, not an instruction. Company retains the right to inspect, stop, or alter the work of Independent Contractor to assure its conformity with this Agreement. ASSURANCE OF SERVICES Independent Contractor will assure that the following individuals (the \"Key Employees\") will be available to perform, and will perform, the Services hereunder until they are completed (identify by title and name as applicable): [Name of Key Employee, Title] [Name of Key Employee, Title] The Key Employees may be changed only with the prior written approval of the Company, which approval shall not be unreasonably withheld. COMPENSATION Independent Contractor shall be entitled to compensation for performing those tasks and duties related to the Scope of Work as follows: [Describe] Such compensation shall become due and payable to Independent Contractor in the following time, place, and manner: [Describe] NOTICE CONCERNING WITHHOLDING OF TAXES Independent Contractor recognizes and understands that it will receive a [specify tax] statement and related tax statements, and will be required to file corporate and/or individual tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law. Independent Contractor hereby promises and agrees to indemnify the Company for any damages or expenses, including attorney's fees, and legal expenses, incurred by the Company as a result of independent contractor's failure to make such required payments. AGREEMENT TO WAIVE RIGHTS TO BENEFITS Independent Contractor hereby waives and foregoes the right to receive any benefits given by Company to its regular employees, including, but not limited to, health benefits, vacation and sick leave benefits, profit sharing plans, etc. This waiver is applicable to all non-salary benefits which might otherwise be found to accrue to the Independent Contractor by virtue of their services to Company, and is effective for the entire duration of Independent Contractor's agreement with Company. This waiver is effective independently of Independent Contractor's employment status as adjudged for taxation purposes or for any other purpose. Neither this Agreement, nor any duties or obligations under this Agreement may be assigned by either party without the consent of the other. TERMINATION This Agreement may be terminated prior to the completion or achievement of the Scope of Work by either party giving [number] days written notice. Such termination shall not prejudice any other remedy to which the terminating party may be entitled, either by law, in equity, or under this Agreement. NON-DISCLOSURE OF TRADE SECRETS, CUSTOMER LISTS AND OTHER PROPRIETARY INFORMATION Independent Contractor agrees not to disclose or communicate, in any manner, either during or after Independent Contractor's agreement with Company, information about Company, its operations, clientele, or any other information, that relate to the business of Company including, but not limited to, the names of its customers, its marketing strategies, operations, or any other information of any kind which would be deemed confidential, a trade secret, a customer list, or other form of proprietary information of Company. Independent Contractor acknowledges that the above information is material and confidential and that it affects the profitability of Company. ","Independent Contractor Agreement","6",62,"https://templates.business-in-a-box.com/imgs/1000px/independent-contractor-agreement-D160.png","https://templates.business-in-a-box.com/imgs/250px/160.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#160.xml",{"title":6,"description":6},[140],{"label":141,"url":142},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",{"description":146,"descriptionCustom":6,"label":147,"pages":133,"size":89,"extension":10,"preview":148,"thumb":149,"svgFrame":150,"seoMetadata":151,"parents":153,"keywords":152,"url":156},"SERVICE AGREEMENT This SERVICE AGREEMENT (\"Agreement\") is effective [DATE], BETWEEN: [COMPANY NAME] (the \"Contractor\"), a company organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Customer\"), a company organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] (The Contractor and the Customer shall be individually referred to as a \"Party\" and collectively referred to as the \"Parties\", as the context may require). WHEREAS A. Contractor has experience and expertise in [DESCRIBE EXPERIENCE AND SERVICE]. B. Customer desires to have Contractor provide services for them. C. Contractor desires to provide services to Customer on the terms and conditions set forth herein (the \"Services\"). NOW THEREFORE, in consideration of the above recitals, the representations, warranties, and agreements contained in this Agreement and for other good and valuable consideration, the receipt and adequacy of which are now acknowledged, the Parties agree as follows: SERVICES PROVIDED Beginning on upon agreement to this contract, [CONTRACTOR] will provide to [CUSTOMER] the following service (collectively, the /Services\"): Description of the project: [DESCRIBE THE SERVICE REQUIRED]. SCOPE OF WORK Contractor agrees to provide Services pursuant to the Scope of Work set forth in Exhibit A attached hereto (the \"Scope of Work\"). TERM Unless both parties mutually agree on an extension, this contract will automatically terminate on [SPECIFY]. PERFORMANCE The parties agree to do everything possible to ensure that the terms of this Agreement take effect. PAYMENT FOR SERVICES In exchange for the Services rendered, a payment of [SPECIFY] will be made to the Contractor upon completion of the scheduled Services described in this Contract. If an invoice is not paid on the due date, interest will be added to the current balance. These amounts shall be payable, and the Customer shall pay all overdue amounts at the lesser of [SPECIFY] per cent per annum or the maximum percentage permitted by applicable law. Or Customer will pay Contractor as follows: [SPECIFY]. DELIVERY OF SERVICES The Contractor will exercise due diligence in the provision of services. However, the Customer acknowledges that the indicated delivery times and other payment milestones listed in Scope of Work are estimates and do not constitute final delivery dates. SECURITY The Contractor must make reasonable security arrangement to protect Material from unauthorized access, collection, use, alteration or disposal. OWNERSHIP RIGHT The Customer shall hold the copyright for the agreed version of the Services as delivered, and the Customer's copyright notice may be displayed in the final version. All works, ideas, discoveries, inventions, patents, products or other information that may be protected by copyright (collectively, the \"Work Product\" developed in whole or in part by the Contractor in connection with the Services, shall be the exclusive property of the Customer. Upon request, the Contractor shall execute all documents necessary to confirm or perfect the exclusive ownership of the Customer's \"Work Product\". The Contractor retains exclusive rights to pre-existing materials used in the Customer's projects. The Customer shall not have the right to reuse, resell or otherwise transfer material belonging to the contractor or third parties. The Contractor reserves the right to use the finished public product as an example of a product. RETURN OF PROPERTY Upon the expiry or termination of this Agreement, the Contractor will return to the Customer any property, documentation, records or Confidential Information which is the property of the Customer. COMPENSATION For all services rendered by the Contractor under this Agreement, the Customer shall indemnify the Contractor. In the event that the Customer fails to make any of the payments mentioned, the Contractor shall have the right, but shall not be obliged, to exercise any of the following remedies: ","Service Agreement","https://templates.business-in-a-box.com/imgs/1000px/service-agreement-D12711.png","https://templates.business-in-a-box.com/imgs/250px/12711.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12711.xml",{"title":152,"description":6},"service agreement",[154,155],{"label":31,"url":97},{"label":31,"url":97},"/template/service-agreement-D12711",{"description":158,"descriptionCustom":6,"label":159,"pages":105,"size":89,"extension":10,"preview":160,"thumb":161,"svgFrame":162,"seoMetadata":163,"parents":165,"keywords":164,"url":168},"MASTER SERVICE AGREEMENT This Master Service Agreement (\"Agreement\") is made and effective this [Date], BETWEEN: [YOUR COMPANY NAME],\" PARTY A\", a corporation organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME],\" PARTY B\", a corporation organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] SCOPE OF SERVICES [PARTY A] shall provide [PARTY B] with the services and products described in the Statements of Work. The SOW must describe the respective contribution and services of each party. Any services provided by either party under this Agreement are referred to as the \"Services\". For the purposes of this Agreement, the party engaged to perform the Services, [PARTY A], is the \"Performing Party\" and the party for whom the Services are to be performed, [PARTY B], is the \" Engaging Party\". All SOWs that are negotiated between the parties shall be in writing and executed by both parties and shall be attached hereto as supplemental Exhibits, and shall be incorporated into, and governed by, this Agreement. STATEMENT OF WORK (SOW) Contents of Statements of Work The parties shall describe each individual deliverable to be provided under this agreement in its own statement of work (each, a \"Statement of Work\"), each one including a complete description of the deliverable provided under the Statement of Work, the number of [PARTY A] personnel who will be assigned to provide the deliverable in question, key [PARTY A] personnel the parties agree are essential to the provision of the particular deliverable (shall not exceed [SPECIFY] percent of the total personnel assigned to this Statement of Work) (each one a \"Key Personnel\"), the applicable fees and fee schedule, including any milestones and milestone payments if applicable, for the particular deliverable, the service levels and acceptance criteria for the particular deliverable, any materials the parties will provide for the particular deliverable, a timeline for providing the particular deliverable, and a unique identification number for the Statement of Work and explicit reference to this agreement. Integration. A Statement of Work signed by both parties, bearing a unique identification number and making explicit reference to this Agreement, shall be deemed to form an integral part of this Agreement. Severable. The parties may terminate any individual Statement of Work without affecting the rest of the agreement or any other Statement of Work. Conflict of Terms. If there is a conflict between the terms of this agreement and any Statement of Work, the Statement of Work shall apply. Changes to Statements of Work Proposing Changes. Either party may propose amendments to the Statement of Work deliverable, fees or schedule by giving written notice to the other party. Finalizing Changes. If the parties agree to change the deliverable, fees, or schedule of a Statement of Work they parties shall cooperate to execute a written amendment to the relevant Statement of Work detailing the changes. Additional Statements of Work Request Additional Services. [PARTY B] may request additional services by sending a written notice to [PARTY A] reasonably detailing the services requested. Assess the Request. Immediately after receiving a request for additional services from [PARTY B], [PARTY A] shall evaluate the request to determine whether there are circumstances preventing it from providing the requested services and, if there are no circumstances preventing it from providing the requested services, shall provide [PARTY A] with the estimated fees and timelines for such requested services. Execute New Statement of Work. If after receiving [PARTY A] 's estimates [PARTY B] still wants the requested services, the parties shall execute a new Statement of Work according to the requirements of paragraph CONTENT OF STATEMENTS OF WORK. Acceptance and Rejection Inspection Period. [PARTY B] shall have an \"Inspection period\" of [NUMBER] working days after [PARTY A] has provided the deliverable to review and verify that the deliverable meets the acceptance criteria as set out in the applicable Statement of Work (the \"Inspection Period\"). Acceptance. If in [PARTY B] 's opinion the deliverable meets the acceptance criteria, [PARTY B] must accept the deliverable and notify [PARTY A] that it is accepting the deliverable. Deemed Acceptance.[PARTY B] shall be deemed to have accepted the deliverable if [PARTY B] fails to notify [PARTY A] by the end of the inspection period, or if, during the inspection period, [PARTY B] uses or attempts to use the deliverable beyond what is necessary for the inspection and testing, in a manner that a reasonable person would consider compatible with [PARTY B] having accepted deliverable from [PARTY A]. Rejection. If in [PARTY B]'s opinion, the deliverable does not materially meet the acceptance criteria, [PARTY B] may reject the deliverable by delivering to [PARTY B] a written list detailing each failure to satisfy the acceptance criteria. TERM The term of this Agreement begins on [INSERT START DATE] and continues until such time as the Deliverables have been provided to the Purchaser in accordance with this Agreement or until such time as this Agreement is terminated by either party in accordance with its terms. BUDGET AND PAYMENT DEADLINE The budget and payment deadline will be defined in each SOW. Unless otherwise provided in this SOW, uncontested invoices are payable within 30 calendar days of receipt of the invoice. Payment is made as follows: [SPECIFY]. INDEPENDENT CONTRACTOR The relationship between [PARTY A] and [PARTY B] shall, within the context of the SOW, be that of an independent contractor, and nothing in this Agreement should be construed to create a partnership, joint venture, or employer-employee relationship. Each Party shall, at all times during the term of this Agreement, perform the duties and responsibilities herein without any control by the other Party. Either Party may realize a profit or loss in connection with performing the services. Either Party may render similar services for the benefit of others. Neither Party is an agent of the other Party and is not authorized to make any representation, contract, or contract commitment on behalf of the other Party. DELIVERABLES The Supplier shall provide the goods and/or services described in the Statement of Work (attached) of this Master Service Agreement. CONFIDENTIALITY Information shall be treated as confidential during the term of this Agreement and for a period of seven (7) years thereafter. During such period, the parties will not: (a) disclose the Confidential Information of the Disclosing Party to any third party, using at least the same degree of care as it uses to protect its own confidential information, but not less than reasonable care or (b) use such information for any purpose other than to perform its obligations under this Agreement. Confidential Information does not include information which has previously been made generally available to the public, becomes publicly known, without fault on the part of the Receiving Party, subsequent to disclosure by the Disclosing Party of such information to the Receiving Party, is received by the Receiving Party at any time from a source, other than the Disclosing Party, lawfully having possession of and the right to disclose such information, otherwise becomes known by the Receiving Party prior to disclosure by the Disclosing Party to the receiving party of such information, or is independently developed by the Receiving Party without use of such information","Master Service Agreement","https://templates.business-in-a-box.com/imgs/1000px/master-service-agreement-D12657.png","https://templates.business-in-a-box.com/imgs/250px/12657.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12657.xml",{"title":164,"description":6},"master service agreement",[166,167],{"label":31,"url":97},{"label":31,"url":97},"/template/master-service-agreement-D12657",false,{"seo":171,"reviewer":183,"legal_disclaimer":169,"quick_facts":187,"at_a_glance":189,"personas":193,"variants":218,"glossary":246,"fields":277,"how_to_fill":328,"common_mistakes":364,"faqs":381,"industries":406,"comparisons":423,"diy_vs_pro":436,"related_template_ids_curated":449,"schema":460,"classification":461},{"meta_title":172,"meta_description":173,"primary_keyword":174,"secondary_keywords":175,"family":174,"is_canonical":182},"Software Distribution Agreement Long Form Template (Free Word)","Free software distribution agreement template covering license scope, territory, pricing, support obligations, and termination. Used in 190+ countries. Free Word and PDF download.","software distribution agreement template",[20,176,177,178,179,180,181],"software reseller agreement template","software distribution contract template","software reseller contract","software distribution agreement free download","software licensing distribution agreement","technology distribution agreement template",true,{"name":184,"credential":185,"reviewed_date":186},"Bruno Goulet","CEO, Business in a Box","2026-05-02",{"difficulty":188,"legal_review_recommended":169,"signature_required":169},"easy",{"what_it_is":190,"when_you_need_it":191,"whats_inside":192},"A Software Distribution Agreement Long Form is a structured commercial document that defines the terms under which a software vendor authorizes a third-party distributor or reseller to market, sell, and sublicense its software products. This free Word download covers license scope, territory, pricing, support obligations, IP ownership, and termination in a single document you can edit online and export as PDF.\n","Use it when appointing a new channel partner, reseller, or regional distributor to sell or sublicense your software — or when accepting distribution rights from a software vendor as an authorized reseller.\n","Vendor and distributor identification, grant of distribution rights, territory and exclusivity terms, pricing and payment structure, support and maintenance obligations, IP ownership and confidentiality, and termination conditions with post-termination obligations.\n",[194,198,202,206,210,214],{"title":195,"use_case":196,"icon_asset_id":197},"SaaS founders","Appointing regional resellers to expand sales without a direct salesforce","persona-startup-founder",{"title":199,"use_case":200,"icon_asset_id":201},"Software vendors","Formalizing channel partner relationships with defined territory and pricing rights","persona-small-business-owner",{"title":203,"use_case":204,"icon_asset_id":205},"IT distributors","Documenting distribution rights before onboarding enterprise customers","persona-it-distributor",{"title":207,"use_case":208,"icon_asset_id":209},"Technology resellers","Recording authorized resale scope, margins, and support responsibilities","persona-retailer",{"title":211,"use_case":212,"icon_asset_id":213},"Business development managers","Structuring channel partnerships with measurable performance obligations","persona-operations-director",{"title":215,"use_case":216,"icon_asset_id":217},"Legal and compliance teams","Standardizing distribution contract terms across a global partner network","persona-hr-manager",[219,223,226,230,234,238,242],{"situation":220,"recommended_template":221,"slug":222},"Short-form or single-product resale arrangement","Software Distribution Agreement Short Form","software-distribution-agreement-long-form-D803",{"situation":224,"recommended_template":87,"slug":225},"Direct end-user licensing without a reseller in the chain","software-license-agreement-D12928",{"situation":227,"recommended_template":228,"slug":229},"SaaS subscription resale with usage-based billing","SaaS Reseller Agreement","saas-reseller-agreement-D12728",{"situation":231,"recommended_template":232,"slug":233},"White-label software sold under the distributor's brand","White Label Software Agreement","white-label-agreement-D13293",{"situation":235,"recommended_template":236,"slug":237},"Software bundled with hardware products for distribution","OEM Software Agreement","oem-agreement-D12661",{"situation":239,"recommended_template":240,"slug":241},"Open-source software with redistribution conditions","Open Source License Agreement","source-code-license-agreement-D807",{"situation":243,"recommended_template":244,"slug":245},"Software affiliate referral program with no resale rights","Affiliate Agreement","affiliate-purchase-agreement-D12818",[247,250,253,256,259,262,265,268,271,274],{"term":248,"definition":249},"Distribution Rights","The vendor-granted authorization for a distributor to market, sell, and sublicense specified software products within a defined territory.",{"term":251,"definition":252},"Exclusive Territory","A geographic or market segment in which the distributor is the sole authorized reseller and the vendor agrees not to appoint competing resellers.",{"term":254,"definition":255},"Sublicense","A license granted by the distributor to an end user, flowing from the original license the vendor granted to the distributor.",{"term":257,"definition":258},"Suggested Retail Price (SRP)","The vendor's recommended end-user price, used as the basis for calculating the distributor's wholesale discount or margin.",{"term":260,"definition":261},"Minimum Purchase Commitment","A contractually required minimum number of licenses or revenue amount the distributor must achieve within a defined period to retain distribution rights.",{"term":263,"definition":264},"Maintenance and Support Obligations","The defined responsibilities — whether assigned to the vendor, the distributor, or shared — for bug fixes, updates, and end-user technical assistance.",{"term":266,"definition":267},"Intellectual Property (IP) Ownership","A clause confirming that the vendor retains all ownership of the software, source code, trademarks, and documentation regardless of distribution activities.",{"term":269,"definition":270},"Termination for Convenience","A right allowing either party to end the agreement without cause by providing a specified notice period — typically 30 to 90 days.",{"term":272,"definition":273},"Channel Conflict","A situation where the vendor's direct sales team or another reseller competes directly with the distributor for the same customer or deal.",{"term":275,"definition":276},"Audit Rights","The vendor's contractual right to inspect the distributor's records to verify that sublicensed copies and reported sales are accurate and within the agreed scope.",[278,283,288,293,298,303,308,313,318,323],{"name":279,"plain_english":280,"sample_language":281,"common_mistake":282},"Vendor and distributor identification","Full legal names, registered addresses, and entity types of both the software vendor and the authorized distributor.","This Agreement is entered into between [VENDOR LEGAL NAME], a [STATE] [ENTITY TYPE] ('Vendor'), and [DISTRIBUTOR LEGAL NAME], a [STATE] [ENTITY TYPE] ('Distributor').","Using a brand or trading name instead of the registered legal entity name — creating enforcement ambiguity if the relationship is ever disputed.",{"name":284,"plain_english":285,"sample_language":286,"common_mistake":287},"Grant of distribution rights","Specifies which software products are covered, whether the rights are exclusive or non-exclusive, and the permitted activities (resale, sublicensing, or both).","Vendor hereby grants Distributor a [non-exclusive / exclusive] right to market, sell, and sublicense [PRODUCT NAME] within the Territory defined in Section [X].","Omitting the word 'non-exclusive' or 'exclusive' — leaving both parties with conflicting assumptions about whether the vendor can appoint additional resellers.",{"name":289,"plain_english":290,"sample_language":291,"common_mistake":292},"Territory","Defines the geographic region or customer segment within which the distributor may operate, and whether the vendor may sell directly in that territory.","The Territory is limited to [COUNTRY / REGION / NAMED ACCOUNTS]. Vendor reserves the right to sell directly to [NAMED ACCOUNTS / GOVERNMENT ENTITIES] within the Territory.","Describing territory vaguely as 'North America' without specifying whether Canada and Mexico are included, leading to channel conflict disputes.",{"name":294,"plain_english":295,"sample_language":296,"common_mistake":297},"Pricing, discounts, and payment terms","Sets the distributor's wholesale price or discount off SRP, invoicing currency, and payment schedule.","Distributor shall purchase licenses at [X]% below the then-current SRP. Invoices are payable Net [30] days from the invoice date in [USD / GBP / EUR].","Tying the distributor's price to a 'current price list' without specifying how and when the vendor may change prices — exposing the distributor to margin erosion mid-term.",{"name":299,"plain_english":300,"sample_language":301,"common_mistake":302},"Minimum purchase commitments","States the minimum number of licenses or revenue amount the distributor must achieve per quarter or year to retain distribution rights or exclusivity.","Distributor shall purchase a minimum of [X] licenses per [quarter / year] ('Minimum Commitment'). Failure to meet the Minimum Commitment for [2] consecutive periods entitles Vendor to convert exclusive rights to non-exclusive.","Setting minimums without specifying the consequence of missing them — resulting in no enforceable remedy when a distributor underperforms.",{"name":304,"plain_english":305,"sample_language":306,"common_mistake":307},"Support and maintenance responsibilities","Allocates first-line, second-line, and third-line support duties between the distributor and vendor, and defines response-time SLAs.","Distributor shall provide first-line support to end users. Vendor shall provide second-line support to Distributor within [4] business hours for critical issues and [2] business days for non-critical issues.","Leaving support obligations undefined — so the distributor promises end users a support level the vendor has not agreed to provide.",{"name":309,"plain_english":310,"sample_language":311,"common_mistake":312},"Intellectual property ownership and trademark use","Confirms the vendor retains all IP and sets the rules for how the distributor may use the vendor's trademarks, logos, and product names in marketing.","All IP rights in the Software remain the exclusive property of Vendor. Distributor may use Vendor's trademarks solely to market the Software within the Territory, subject to Vendor's then-current brand guidelines.","Granting trademark use rights without requiring compliance with brand guidelines — resulting in inconsistent or damaging use of the vendor's marks in the market.",{"name":314,"plain_english":315,"sample_language":316,"common_mistake":317},"Confidentiality","Restricts both parties from disclosing pricing, technical specifications, customer lists, and other non-public information shared during the relationship.","Each party shall keep the other's Confidential Information strictly confidential and shall not disclose it to any third party without prior written consent. This obligation survives termination for [3] years.","Failing to include a survival clause — so confidentiality obligations expire the moment the agreement terminates, leaving sensitive pricing and customer data unprotected.",{"name":319,"plain_english":320,"sample_language":321,"common_mistake":322},"Term and termination","States the initial agreement duration, renewal mechanism, and the conditions under which either party may terminate — with cause or without.","This Agreement commences on [DATE] and continues for [1] year, renewing automatically for successive [1]-year terms unless either party provides [60] days' written notice of non-renewal. Either party may terminate for material breach upon [30] days' written notice if the breach is not cured.","Including auto-renewal without a minimum notice period — so a distributor who misses the window is locked into another full year they did not intend to renew.",{"name":324,"plain_english":325,"sample_language":326,"common_mistake":327},"Post-termination obligations","Defines what happens to existing sublicenses, inventory, and customer relationships after the agreement ends — including any wind-down period.","Upon termination, Distributor shall cease marketing the Software and shall not sublicense any additional copies. Existing end-user sublicenses active as of the termination date shall continue under their original terms for their remaining license period.","Not addressing existing end-user sublicenses at termination — leaving customers holding licenses with no vendor or distributor responsible for their support.",[329,334,339,344,349,354,359],{"step":330,"title":331,"description":332,"tip":333},1,"Enter the legal names and entity details for both parties","Fill in the full registered legal name, state of incorporation, and principal address for both the vendor and the distributor. Confirm entity names match corporate registry filings.","Ask the distributor for a copy of their business registration certificate before executing — mismatched entity names are the most common cause of enforceability problems.",{"step":335,"title":336,"description":337,"tip":338},2,"Define the software products covered","List every product, module, or SKU the distributor is authorized to sell in Schedule A. Specify version numbers or product lines explicitly so future releases are not automatically included.","Use a product schedule rather than embedding product names in the body — updating a schedule is simpler than amending the main agreement each time the product lineup changes.",{"step":340,"title":341,"description":342,"tip":343},3,"Set territory and exclusivity","Define the geographic territory precisely — name countries, regions, or named-account lists. Choose exclusive or non-exclusive and note any carve-outs for direct vendor sales.","If granting exclusivity, tie it explicitly to meeting minimum purchase commitments — unconditional exclusivity removes your main lever to replace an underperforming partner.",{"step":345,"title":346,"description":347,"tip":348},4,"Agree on pricing, discounts, and payment terms","Enter the distributor's discount percentage off SRP, the invoicing currency, and the payment due date. Reference the current price list and specify how much advance notice the vendor must give before changing it.","A 60-day price-change notice period is a common negotiation point — it protects the distributor's margin on deals already in the sales pipeline.",{"step":350,"title":351,"description":352,"tip":353},5,"Set minimum purchase commitments and consequences","Enter quarterly or annual minimums and specify the consequence of missing them — typically a conversion from exclusive to non-exclusive rights or the right to terminate.","Use a ramp schedule for new distributors: lower minimums in the first two quarters rising to full commitment in Q3 and Q4. It reduces early churn and gives the partner time to build pipeline.",{"step":355,"title":356,"description":357,"tip":358},6,"Allocate support responsibilities and SLAs","Specify whether the distributor handles first-line support or passes all tickets to the vendor. Define response-time SLAs for each severity level and the escalation path.","Attach a support matrix as a separate exhibit so SLAs can be updated without amending the main agreement.",{"step":360,"title":361,"description":362,"tip":363},7,"Complete the term, renewal, and termination fields","Enter the start date, initial term length, auto-renewal mechanism, and the notice period required for non-renewal or termination for cause.","60-day non-renewal notice is the practical minimum — shorter periods cause disputes when the renewal date falls during holidays or a busy quarter.",[365,369,373,377],{"mistake":366,"why_it_matters":367,"fix":368},"Exclusive territory without minimum commitments","A distributor with unconditional exclusivity has no incentive to perform — and the vendor has no mechanism to replace them or add partners in the territory.","Tie exclusivity explicitly to quarterly or annual minimums, with automatic conversion to non-exclusive rights if two consecutive periods are missed.",{"mistake":370,"why_it_matters":371,"fix":372},"Vague support obligation language","If the agreement says only that the distributor 'shall provide support,' end users get promises neither party has committed to keeping — leading to customer churn and dispute.","Attach a support matrix exhibit defining first-, second-, and third-line responsibilities with specific SLA response times for each severity level.",{"mistake":374,"why_it_matters":375,"fix":376},"No post-termination clause for existing sublicenses","When the agreement ends, customers holding active sublicenses are left in limbo — no one is contractually responsible for their support or renewals.","Include a clause stating that existing end-user sublicenses survive termination for their original term, and assign support responsibility to the vendor after the wind-down date.",{"mistake":378,"why_it_matters":379,"fix":380},"Auto-renewal with no minimum notice period","Without a clear notice window, a distributor who misses the date is automatically locked into another full year — and disputes about when notice was sent are common.","Specify a minimum 60-day written notice period for non-renewal and require acknowledgment of receipt to start the notice clock.",[382,385,388,391,394,397,400,403],{"question":383,"answer":384},"What is a software distribution agreement?","A software distribution agreement is a commercial contract between a software vendor and a third-party distributor or reseller that defines the authorized scope of distribution, territory, pricing, support responsibilities, and IP ownership. It gives the distributor the legal right to resell or sublicense the software to end users while protecting the vendor's ownership and brand. The long-form version covers all material commercial and operational terms in a single document.\n",{"question":386,"answer":387},"What is the difference between a software distribution agreement and a software license agreement?","A software license agreement governs the relationship between the vendor and the end user directly — it grants the end user the right to use the software. A distribution agreement sits one level up in the chain: it authorizes a distributor to resell or sublicense the software to end users. The distributor then issues end-user license agreements (EULAs) to each customer under the rights granted by the distribution agreement.\n",{"question":389,"answer":390},"When should a software distribution agreement be exclusive?","Exclusivity makes sense when the distributor is investing significantly in market development — local sales teams, marketing spend, or integration work — and needs protection from the vendor appointing competing resellers in the same territory. It should always be tied to minimum purchase commitments. Without performance conditions, unconditional exclusivity removes the vendor's ability to replace an underperforming partner.\n",{"question":392,"answer":393},"What happens to existing end-user sublicenses if the distribution agreement is terminated?","This depends on the termination clause. Best practice is to include a provision stating that valid sublicenses active at the time of termination survive for their original term, with the vendor assuming support obligations after the wind-down period. Without this clause, customers holding active licenses have no party contractually responsible for their support or renewals — a significant customer and reputational risk.\n",{"question":395,"answer":396},"Does a software distribution agreement need to specify support obligations?","Yes. Leaving support obligations vague is one of the most common and costly mistakes in distribution agreements. The document should specify which party handles first-line (distributor), second-line, and third-line (vendor) support, response-time SLAs for each severity level, and the escalation process. Attaching a support matrix as a separate exhibit makes SLAs easy to update without amending the main agreement.\n",{"question":398,"answer":399},"What pricing terms should a software distribution agreement include?","The agreement should state the distributor's discount percentage off the vendor's current suggested retail price, the invoicing currency, payment terms (e.g., Net 30), and the notice period the vendor must give before changing prices. A 60-day price-change notice period is common and gives the distributor time to protect deals already in their sales pipeline.\n",{"question":401,"answer":402},"Can a distributor sublicense the software to end users under this agreement?","Only if the agreement explicitly grants sublicense rights. The grant of rights clause should state whether the distributor may resell, sublicense, or both. Without an explicit sublicense right, the distributor technically only holds a license for their own use and has no right to issue end-user licenses to customers.\n",{"question":404,"answer":405},"What audit rights should a vendor include in a software distribution agreement?","The vendor should include the right to audit the distributor's sales records, sublicense logs, and customer lists to verify that reported license counts and revenue figures are accurate. Audits are typically permitted no more than once per year, with reasonable advance notice (10–30 days), and are conducted at the vendor's expense unless a material discrepancy is found.\n",[407,411,415,419],{"industry":408,"icon_asset_id":409,"specifics":410},"SaaS / Technology","industry-saas","Subscription-based sublicensing with usage reporting, automatic renewal terms tied to end-user contracts, and SLA pass-through obligations from vendor to distributor.",{"industry":412,"icon_asset_id":413,"specifics":414},"Cybersecurity","industry-fintech","Export control compliance clauses, restricted-country territory carve-outs, and incident-notification obligations tied to data-security breaches affecting distributed software.",{"industry":416,"icon_asset_id":417,"specifics":418},"Healthcare / MedTech","industry-healthtech","HIPAA Business Associate Agreement requirements for software handling PHI, FDA software classification disclosures, and distributor credentialing obligations.",{"industry":420,"icon_asset_id":421,"specifics":422},"Manufacturing and Industrial Software","industry-manufacturing","On-premise deployment terms, source code escrow arrangements for mission-critical systems, and field-service support obligations distinct from cloud-based software.",[424,427,430,433],{"vs":87,"vs_template_id":425,"summary":426},"software-license-agreement-D799","A software license agreement governs the direct relationship between a vendor and an end user — granting usage rights with no resale chain involved. A distribution agreement sits above it, authorizing a third party to resell or sublicense to end users. Use a license agreement for direct-to-customer sales; use a distribution agreement when a reseller or partner is in the chain.",{"vs":221,"vs_template_id":428,"summary":429},"","The short form covers core rights, territory, and pricing in a condensed format suited to simple or low-value resale arrangements. The long form adds detailed support SLAs, audit rights, minimum commitments, post-termination obligations, and IP indemnification — necessary for material channel relationships with significant revenue or exclusivity at stake.",{"vs":244,"vs_template_id":431,"summary":432},"affiliate-agreement-D13641","An affiliate agreement compensates a third party with a referral commission for driving leads or sales — the affiliate never holds distribution or sublicense rights. A distribution agreement grants actual resale and sublicense authority, making the distributor a contractual party in the sales chain with pricing, support, and minimum-commitment obligations.",{"vs":434,"vs_template_id":428,"summary":435},"OEM Agreement","An OEM agreement authorizes a manufacturer to bundle the vendor's software with hardware products sold under the manufacturer's brand. A distribution agreement authorizes resale of the software as a standalone product under the vendor's brand. The key difference is branding: OEM involves white-labeling or bundling; distribution preserves the vendor's product identity.",{"use_template":437,"template_plus_review":441,"custom_drafted":445},{"best_for":438,"cost":439,"time":440},"Software vendors and resellers establishing standard channel partner relationships with clear commercial terms","Free","30–60 minutes",{"best_for":442,"cost":443,"time":444},"Exclusive territory grants, high-value channel relationships, or distribution into regulated industries such as healthcare or finance","$300–$800 for a technology attorney review","2–5 days",{"best_for":446,"cost":447,"time":448},"Enterprise channel programs, multi-tier distribution networks, or agreements with complex IP indemnification and export-control requirements","$2,000–$6,000+","2–4 weeks",[225,245,450,451,452,453,454,455,456,457,458,459],"non-disclosure-agreement-nda-D12692","independent-contractor-agreement-D160","service-agreement-D12711","master-service-agreement-D12657","partnership-agreement-D12551","joint-venture-agreement-D889","letter-of-intent_acquisition-of-business-D5197","sales-agency-agreement-D1254","intellectual-property-assignment-D5229","purchase-order-D1411",{"emit_how_to":182,"emit_defined_term":182},{"primary_folder":97,"secondary_folder":462,"document_type":463,"industry":464,"business_stage":465,"tags":466,"confidence":471},"distribution-and-channel","agreement","software-and-technology","all-stages",[467,468,100,469,470],"software-distribution","reseller-agreement","distribution-channel","vendor-partner",0.92,"\u003Ch2>What is a Software Distribution Agreement Long Form?\u003C/h2>\n\u003Cp>A \u003Cstrong>Software Distribution Agreement Long Form\u003C/strong> is a structured commercial document that authorizes a third-party distributor or reseller to market, sell, and sublicense a software vendor's products within a defined territory and under agreed commercial terms. It sets out the full scope of distribution rights — exclusive or non-exclusive — alongside pricing, minimum purchase commitments, support responsibilities, IP ownership, confidentiality obligations, and termination conditions. Unlike a short-form version, the long form includes detailed provisions covering audit rights, post-termination obligations for existing sublicenses, and SLA pass-through terms that protect both parties in a material channel relationship.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Operating a software distribution relationship without a written agreement exposes both the vendor and the distributor to significant commercial and legal risk. A vendor who grants exclusivity without minimum commitments has no mechanism to replace an underperforming partner — or to add resellers in an underdeveloped territory. A distributor who begins reselling software without an explicit sublicense grant may be in breach of the vendor's end-user license terms the moment they issue their first customer contract. Support disputes, channel conflict, and IP misuse are all predictable consequences of informal arrangements. This template eliminates those gaps by establishing the full commercial relationship in a single enforceable document — from the first sublicense to the last support ticket after termination.\u003C/p>\n",1781186034755]