Docstoc Legal Agreements
This Software Retailer Agreement is used by a wholesaler or manufacturer of software
products and a retailer. This document sets forth the terms and conditions of the agreement
including the duration of the agreement, payment details, a confidentiality clause, shipping
terms and a disclaimer of warranties. It contains many of the standard clauses commonly
included in these types of agreements, and it may be customized to fit the specific needs of
the parties. This document should be used by a software owner located in Washington
when entering into an agreement with a retailer to sell its software.
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OTHERWISE, INCLUDING AS TO THEIR LEGAL EFFECT AND COMPLETENESS. They are for general guidance and should be modified by you o r your
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SOFTWARE RETAILER AGREEMENT
THIS SOFTWARE RETAILER AGREEMENT (“Agreement”) is made and effective this
_____ [Month] _____ [Date], 20____, by and between ______________________
[Instruction: Insert the name of company owning the software] with headquarters located at
_______________________________________ [Instruction: Insert the address of company]
(hereinafter the “Company”) and _____________________________ [Instruction: Insert the
name of retailer company] located at _____________________________________
[Instruction: Insert the Address of company] (hereinafter the “Retailer”). The Company and
the Retailer may individually be referred to as the “Party”, or, collectively as the “Parties”.
WHEREAS, the Company is the owner of, and desirous to sell certain software(s) (the
“Products”) as set forth in Exhibit - A (which may be amended from time to time by the
Company) to the Retailer; and
WHEREAS, the Retailer is interested and desires to buy such Products under the terms of this
Agreement from the Company;
NOW, THEREFORE, in consideration of the mutual agreements and covenants herein
contained, the Parties hereto agree as follows:
1. Ownership.
The original and any copies of the Products made by the Company, including translations,
compilations, partial copies, modifications, and updates, shall be the sole property of the
Company.
2. Term.
This Agreement shall begin on date of execution and shall remain in full force and effect for
______ (___) [◊ five (5)] years. This Agreement may be renewed for a period that may not
exceed ______ (___) [◊ three (3)] years. Renewals shall be conditional upon satisfactory
performance evaluations by the Company. Any renewal or extension shall be in writing and
executed by both Parties and shall be subject to the same terms and conditions set forth in
this Agreement.
3. Price and Quantity.
Subject to the terms and conditions of the Agreement, the Products will be ordered by the
Retailer and shipped or electronically transferred by the Company at prices and distribution
licenses as agreed to by the Parties and subject to the terms and conditions of sale and
shipment established by the Company from time to time and in effect at the time the
Company accepts the order. The Company reserves the right to change prices upon
reasonable notice to the Retailer. The Company agrees to exercise commercially reasonable
best efforts to supply most updated version of the Products to the Retailer in a timely fashion.
4. Taxes.
© Copyright 2011 Docstoc Inc. registered document proprietary, copy not 2
The Parties agree that payment of any taxes levied on the Products (other than taxes based on
income) shall be the Retailer's responsibility (including, without limitation, federal, state,
local, use, or similar taxes), and the Retailer shall report and pay such taxes to the appropriate
taxing authority as required by law.
5. Paymen