Software owners expense will have access, at least annually, to distributors records to the extent reasonably necessary to verify distributors compliance with the terms of this agreement. A non exclusive distribution agreement on the other hand, is more inclusive, allowing more than one distributor to supply products across a region. Sagent is in the business of developing and licensing computer software. Use a distribution agreement template as a sample contract that will assure the signee purchases exclusively from the owner. Exclusive distribution agreement this exclusive distribution agreement. Notice the information in this document is designed to provide an outline that you can follow when formulating business or personal plans. A developer distribution agreement often involves software creation and the intellectual property in such software. An exclusive distribution agreement can be used in many industries. It is provided as is, and isnt necessarily endorsed or approved by. Exclusive agreements exclude competitors for a set period of time, while nonexclusive agreements allow for competitors, often as motivating tools.
Exclusive software distribution agreement template by business. This agreement template is intended to serve as a binding contract between two companies a software owner and a software distributor. Distributor is in the business of marketing and distributing software products. Software than the software license attached hereto as exhibit b. Exclusive dealing or requirements contracts between manufacturers and retailers are common and are generally lawful. Due to the variances of many local, city, county and state laws, we recommend that you seek professional legal counsel before entering into any contract or agreement.
To analyze recent court decisions relating to computer and software distribution. Software distribution agreement 10 keys to a successful. The funds hereby agree that the distributor shall and for the period of this agreement be exclusive agent for distribution within the united states and its territories, and the distributor agrees to use its best efforts during such period to effect such distribution of the shares. Exclusive distribution agreement this exclusive distribution agreement agreement, effective as of the 1st day of january, 1998 the effective date, is entered into by and between sagent technology, inc. Important issues in distribution agreements practical law. Expand the market area of your products by appointing a distributor using this distribution agreement. Include minimum requirements if the distribution rights within the territory are exclusive. The supplier hereby appoints the distributor as its exclusivenonexclusive distributor for the term of this agreement for the sale and distribution of the products in and throughout the territory. Free nonexclusive distribution agreement a distributorship is a contractual arrangement whereby one business is permitted to market and sell the products of another business. It is designed to be userfriendly, so make use of it now. Software distribution agreement international this software distribution agreement agreement is made. Exclusive distribution agreement standard this exclusive distribution agreement template may be used to regulate the relationship between a supplier of products on the one hand and a distributor of those products on the other. Obviously it depends on the deal but its worth asking yourself in each negotiation whether or not youre going to sell enough outside of the exclusive to overcome the give you have to agree to in order to.
In the international software distribution agreement, the owner of a software program the licensor exclusively grants the software exploitation rights for a certain territory usually a country to a third party distributor which in turn sells them to users licensees. Distributor will maintain, or cause to be maintained, a sales staff for the distribution of products handled by distributor, including the products, and. Exclusive software distribution agreement template word. Minimum requirements for nonexclusive distributors may be useful in other circumstances too, e. If yes, you can download and edit this readymade distribution agreement template.
Software in accordance with the terms of the fourth schedule and generally to sell, market, distribute. If somebody was willing to sign a large contract with you, would you be willing to grant them a 6month exclusive on some basis. The royalties will equal no less than 20% of all net revenues for each month. You can decide whether you want the distributor to be the only seller, or one of many in a specific area.
The distributor will maintain, or cause to be maintained, sales staff for the distribution of the products handled by the distributor. Exclusive rights in software distribution agreements when a distributor negotiates a contract with the developer, they should try getting an agreement either with exclusive rights to sell the software in a certain market, such as a specific state, country, or even worldwide. Exclusive software distribution agreement templateguru. Exclusive agreements exclude competitors for a set period of time, while non exclusive agreements allow for competitors, often as motivating tools. Box 9444, amman 11191 jordan suite 301 oasis ii building, sweifieh, amman jordan. The agreement is usually between a manufacturer or vendor and a distributor but, in some cases, may involve two distributors or. See our discussion on exclusivity in the user note to clause 2. Developer hereby appoints distributor on an exclusive basis as it sole distributor for the sale of the products set forth in schedule a hereinafter referred to as the products in the territory as defined below during the term of this agreement. Sample and example available here can be used to write a legally enforceable distribution agreement. Exclusive distributor agreement get free legal forms. Software distribution agreement template get free sample. Generally distribution rights are granted exclusively unless the supplier either wishes to retain some distribution rights itself or wishes to contract or has already contracted with other distributors. Standard exclusive software distribution agreement for your software company fill in the required blanks and get your agreement ready improve relationship with your clients.
Distribution agreement exclusive by alex nourry, dan harrison and jamie andrew, clifford chance llprelated contenta standard document primarily designed for appointing an exclusive or sole distributor in the uk in respect of a particular territory or a particular customer group. This means that the supplier can makes sales and appoint other. Software services were merely incidental to the distribution of the software and did not require categorization of the contract as one for services rather than for goods. The developer usually decides if the distributor has an exclusive software distribution agreement, which would prevent other distributors from selling the software in the same region, or a nonexclusive agreement, which would allow other distributors to sell in the same market. It can also be edited to be used for either, exclusive or non exclusive distribution. Software owner grants publisher and publishers authorized sales. Apr 30, 2017 ten golden tips for distribution agreements. The licensor has developed the software included in this software distribution agreement and the licensee has expressed an interest to become a distributor of the software. To examine contract provisions in distribution agreements and drafting considerations. This agreement grants reseller no title to or ownership of software, and reseller receives no rights to software other than those specifically granted in subsection 3. A nonexclusive distribution agreement on the other hand, is more inclusive, allowing more than one distributor to supply products across a region. Come up with an effective distribution agreement for your software company and your clients by downloading this professionallydesigned software distribution agreement template. Exclusive distribution agreements are sometimes called sole distribution agreements.
This article looks at some important issues counsel should address when drafting and negotiating an exclusive. The licensee shall pay royalties for the mentioned software on the 15th of each month during the term of this software distribution agreement. What are the key terms of a distribution agreement. A distributor agreement, also known as a distribution agreement, is a contract between channel partners that stipulates the responsibilities of both parties. Software distribution agreement this agreement is made and entered. Using any of the available file formats, you can fill in the blanks or replace all the highlighted words with your own details. Making the most of your software distribution agreement.
Minimum requirements for non exclusive distributors may be useful in other circumstances too, e. Further, both parties should consider when the legal ownership and risk in the product will pass on to the other party. The developer usually decides if the distributor has an exclusive software distribution agreement, which would prevent other distributors from selling the software. In the international software distribution agreement, the owner of a software program the. This exclusive distributor agreement agreement is made and effective on this, the 30th day of september, 2005, by and between laser shot, inc. Naturally, exclusive distribution agreements come with higher performance requirements for the distributors awarded and are more common within hightech and luxury product markets. Get legal basis as well as formal authorization in distributing software products by making use of this exclusive software distribution agreement template. When making the decision to purchase a piece of real estate, such as a house, a vacant lot, or an apartment, an individual would need to draft a land agreement form. Licensor exclusively grants the software exploitation rights for a.
International software distribution agreement global negotiator. Jun 23, 2015 if somebody was willing to sign a large contract with you, would you be willing to grant them a 6month exclusive on some basis. In a distribution agreement, the most important details of the parties relationship will be entered. International distribution specialized distribution arrangement with provisions unique to international distribution and foreign competition and intellectual property. The supplier hereby appoints the distributor as its exclusive non exclusive distributor for the term of this agreement for the sale and distribution of the products in and throughout the territory. Developer and distributor desire to arrange for distributor to market developers software as set forth herein. An exclusive distributor is appointed to be the only distributor in the chosen territory and the supplier cannot make sales in that territory a sole distributor is the only distributor in a chosen territory and the supplier can make sales in that territory a nonexclusive distributor is not exclusive or the sole distributor.
Making the most of your software distribution agreement legalzoom. Ten golden tips for distribution agreements lexology. Exclusive dealing or requirements contracts federal. For each jurisdiction in which licensee programs are distributed with the apple software, it is licensees responsibility to use an enduser software license agreement which complies with the laws of the jurisdiction.
This software distribution agreement this agreement is. Be able to further specify the terms and conditions of the. Software distribution agreement darklake developments. This exclusive distribution agreement this agreement or this exclusive distribution agreement is entered into effective as of effective date the effective date by and between sender. This distribution agreement covers the situation where a manufacturer or other supplier grants a person or entity the right to distribute its goods on an exclusive basis. Difference between exclusive and nonexclusive agreement. A sole distributor agreement carries some significant advantages for both the manufacturer, including a high degree of product control, and the reseller, including a lack of competition. Important issues in distribution agreementsby practical law commercial transactionsrelated contentwhether inhouse or outside counsel, commercial attorneys often deal with the what, when, and how that accompany drafting and negotiating distribution agreements for the resale of goods. Protect your creative assets with this exclusive distribution agreement template. The wording in this template provides for the appointment of the distributor to be on a nonexclusive basis but it can be adapted by suitable additional wording for. Software distribution agreement this software distribution agreement agreement is made between wordlogic software owner and handango, inc.
The agreement is usually between a manufacturer or vendor and a distributor but, in some cases, may involve two distributors or a distributor and some other channel entity. The distributors rights are granted in respect of a particular marketplace. The difference between exclusive and nonexclusive agreement refers to how vendors and partners work with each other. Exclusive dealing or requirements contracts federal trade. The agreement is intended to satisfy the requirements of the eu vertical agreements block exemption regulation 330. This international exclusive distribution agreement the agreement is made and entered into as of may 20, 2010, by and between completepharma co. Its important to know the difference between exclusive and non exclusive. However, resellers must also be aware of the restrictions that such an exclusive. For instance, commercial terms may vary in software distribution contracts from a simple consumer goods distribution contract. The difference between exclusive and non exclusive agreement refers to how vendors and partners work with each other. This template is intended to serve as an exclusive software distribution agreement, meaning that no other company will be allowed. In any event, the key terms of a distribution agreement should make it clear when and how both parties accept and pay for an order.
Typically, a distributorship will be granted in respect of a particular market, often a geographicallydefined market. Exclusive distribution agreement sagent technology inc. This template ensures that you and your clients can agree and benefit from the product security all the way up to the automated updates. Software distribution contract template for the distribution of software. This distributor agreement sets out the products to be sold and the distributors sales targets. Developer has developed certain software it desires to distribute.
Exclusive distribution agreement template generator lawlive. Software distribution agreement bam entertainment ltd. The agreement, which is a contract between the developer of an app and the company that distributes the app, allows the developer to offer a license to endusers or consumers to use its software. Free non exclusive distribution agreement a distributorship is a contractual arrangement whereby one business is permitted to market and sell the products of another business. The agreement templates includes all significant clauses like the products details, the earning of the distributor, the process of supplying the products, the process of refund of damaged products, the territory of the distributor and tenure of the agreement etc. What is distributor agreement distribution agreement. In simple terms, an exclusive dealing contract prevents a distributor from selling the products of a different manufacturer, and a requirements contract prevents a manufacturer from buying inputs from a different supplier. Quickly create your exclusive software distribution agreement download word template. Access to this document and the leaplaw web site is provided with the understanding that neither leaplaw inc. Supplier hereby appoints distributor as its sole and exclusive distributor for the term of this agreement for the sale and distribution of the products in and throughout the territory.116 100 213 454 1563 610 1603 542 253 498 23 554 19 1613 910 866 1383 1338 524 1501 663 491 1558 719 1386 1214 1219 395 578 627 89 425 33 554 448 271 852 1074 645 885 780 338 50 422 154 692 375