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Software Distribution
Agreement

Prepared for:
[DISTRIBUTOR COMPANY]

Prepared by:
[DEVELOPER COMPANY]

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Software Distribution Agreement

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

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

Address]

and

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

Distributor/Purchasing Company Address].

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

The Developer has developed certain software it desires to distribute.

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

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

Terms and Conditions

1. Distribution of Software

1. Appointment
a. Subject to the terms of this Agreement, Developer appoints Distributor as a non-exclusive distributor
for the following of Developer's software: [Software Description].
b. If additional parties are approved as additional sub-Distributors, those parties shall be legally bound
by the terms of this Software Distribution Agreement.
2. Orders for Copies of Software: All orders by Distributor for copies of the Software shall be under the
terms and conditions of this Agreement. Such terms and conditions shall supersede any additional or
conflicting terms or conditions contained in any purchase order or other communication from the Distributor.
Each order shall be for a minimum of [Number] units.
3. New Versions
a. If Developer releases a new version of any Software product during the term of this Agreement,
Distributor may return, any copies of the old version of such Software product held by Distributor in
inventory within [Time Period] after the first shipment of the new version to Distributor, and obtain a
copy of the new version of such Software product for each copy of the old version returned to the
Developer by the Distributor.
b. The Distributor shall not have the right to return any copies of the old version that have been sold by
the Distributor before the release of the new version. The Distributor shall pay shipping charges both
to and from the Developer.
4. Returns: Distributor may return any units of the Software that are delivered with defective media or
damaged packaging or documentation, provided such defects or damage are not the faults of the
Distributor. Distributor may otherwise return any unopened Software units during the term of this Agreement
provided that Distributor pays a restocking charge to Developer in the amount of $ [0.00] of Developer's
then-current price for such Software, and provided that the copies returned by Distributor are current

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versions of the Software at the time of such return. The Distributor shall request and receive a return of
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materials authorization number before returning any materials.
5. Suggested Retail Price: If Developer reduces the suggested retail priceInof the Software, Developer shall
grant an adjustment for Distributor on any then unsold Software in Distributor's physical inventory. The
amount of the adjustment will be equal, pro-rata, to the amount of change in the suggested retail price. This
adjustment shall be provided only in the form of a credit against any later purchases of the Software by the
Distributor.
6. Trademark License: Developer grants Distributor a worldwide, royalty-free, non-exclusive right and license
to use its trade names, trademarks, logos, service marks, or other identifying or distinctive marks
(collectively, "Marks"), provided that Distributor shall comply with the Developer's trademark usage
guidelines.
7. Customer Support: Technical support is accessible via e-mail or telephone during normal business hours
to customers who purchase the Software. The level of support must, at a minimum, be following
Developer's support policies then in effect.
8. Volume Pricing
a. The Developer will provide the Distributor with a volume pricing model for all Software unless the
Developer elects to use the Distributor's standard volume pricing model for any Software. The
Distributor and the Distributor's Channel Partners shall use the Distributor's standard volume pricing
for sales of the Software in a multiplicity if the Developer does not provide the Distributor with a
volume pricing model for the software.
b. The volume pricing model that will be used for sales of software in multiple quantities will determine
the suggested retail price ("SRP") for the software. The Developer may view the Distributor's
standard volume pricing model through the Developer's online account with the Distributor accessible
via the Distributor's website, and Distributor may update the Distributor's standard volume pricing
model at any time at its sole discretion.

2. Payment Partnership

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

Basic Channels: [Percentage]

Value Added Channels: [Percentage]

3. Term

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

4. Marketing

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

5. Escrow

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

6. Proprietary Rights
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1. Ownership by Developer: The Parties agree that Developer owns all proprietary rights, including
In
copyrights, patents, trademarks, and trade secrets, in and to the software and that this Agreement does not
transfer ownership of any of these rights.
2. Ownership by Distributor: The Parties agree that the Distributor shall own all proprietary rights, including
trademarks or copyrights, in all marketing materials created, modified, or prepared by a Publisher which
may contain the Developer's proprietary materials, including trademarks or copyrights.

7. Support and Training

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

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

8. Termination

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

This Agreement may be terminated at any time

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

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

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

9. Confidentiality

1. Distributor agrees that it will not use Developer’s data for the manufacture or procurement of software and
services which are the subject of this Order or any software and services or cause said software and
services to be manufactured by or procured from any other source, or reproduce said data and information
or otherwise appropriate them without the written authorization of the Developer.  
2. The Distributor shall have no right to make copies of the Software. The Distributor shall not distribute any
copy of the Software without the Developer's end-user software license agreement. The Distributor will use
its best efforts to market, promote, and sell the software to retailers, dealers, and other resellers.
3. The Distributor agrees that it will not disclose or make available to any third party any of Developer’s data
or other information about this Order without obtaining Developer’s prior written consent.

10. Return of Software

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

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Products Solutions
11. Maintenance Resources
and Support
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Maintenance and support for the software for the benefit of the Distributor are not provided under this
Agreement.

12. Patents and License

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

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

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

13. Limitation of Remedies and Liability

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

14. Indemnification

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

15. Arbitration

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

16. Miscellaneous

1. Severability: If any term of this Agreement is held by a court of competent jurisdiction to be invalid or
unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect

F
as if such invalid or unenforceable term had never been included.

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Free Software Distribution Agreement Templates | Revv

Software
2. Legal and Binding Agreement: This Software Distribution Agreement is legal and binding between the
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Parties as stated above. The Parties each represent that they have the authority to enter into this
In
Distribution
Agreement.
3. Governing Law and Jurisdiction: The Parties agree that this Software Distribution Agreement shall be

Agreement
governed by the State and/or Country of the Event, that is [State/Court/Region].
4. Entire Agreement: This Agreement hereby supersedes any other prior understanding, written or oral

Templates
agreement between the Parties listed above regarding the subject matter of this Contract. This Agreement
contains the entire agreement between Developer and Distributor, and no oral representations or
modifications shall be put into force except by a written amendment that is agreed to by both Parties.

Acceptance and Signature Licensing out a software is a huge

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distribution agreement template,
The Parties hereby approve the services and rates listed above and agree to respect and uphold the full terms
of this Agreement.

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