This Software Retailer Agreement is used by a software licensor and a dealer whereby
the dealer obtains a license to sell and distribute certain software. This document sets
forth the terms and conditions of the agreement including licensing and royalty fees, the
duration of the agreement, a confidentiality clause, and an independent contractor
provision. 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 when entering into an agreement with a
dealer to sell and distribute its software.
DEALER COMPUTER SOFTWARE LICENSE AGREEMENT
THIS AGREEMENT (the â€œAgreementâ€), is made this ____ day of _________, 2____, by and
between __________________________, whose registered office address is
_________________________________ (the â€œLicensorâ€) and __________________________
(the â€œDealerâ€), whose registered office address is _______________________________,
collectively referred to herein as (the â€œPartiesâ€).
WHEREAS the Licensor is the owner, manufacturer and designer of the computer
software known as _________________ (the â€œSoftwareâ€);
AND WHEREAS the Dealer desires to obtain a license from the Licensor to sell and
distribute the Software;
AND WHEREAS the Licensor desires to grant a license to the Dealer to sell and
distribute the Software pursuant to the terms, conditions and provisions contained herein.
IN CONSIDERATION of the promises and other good and valuable consideration set
forth, the Parties hereby acknowledge and agree as follows:
I. LICENSE GRANTED
1.01 The Licensor hereby grants to the Dealer an exclusive License to sell and distribute the
Software (the â€œLicenseâ€), which License shall be worldwide.
1.02 The â€œDealerâ€ shall mean any employees, sales representatives, agents or independent
contractors of the Dealer. Dealer agrees that it shall at all time throughout the duration of the
License granted herein, adhere to and abide by all of the terms, conditions and provisions
contained in the Licensorâ€™s Userâ€™s Software Licensing Agreement, a copy of which is annexed
hereto as Schedule â€œAâ€. Dealer further agrees that it shall ensure at all times that any sale or
distribution of the Licensorâ€™s Software shall be in compliance with the Licensorâ€™s Userâ€™s
Software Licensing Agreement.
II. TERM OF AGREEMENT
2.01 The Term of this Agreement shall be for a period of ____________ (___) years (the
â€œTermâ€). The Term shall commence on the ____ day of ______________, 2____ and shall end
on the ____ day of ___________, 2____. (Or alternatively, the period can be stated as a fixed
term, for example, two (2) years)
2.02 Upon the expiration of this Agreement, the Licensor shall have the option to renew the
Term of this Agreement for a further period of ___________ (___) years. In the event the Dealer
does not choose to renew the Term of this Agreement, Dealer shall provide ___________ (___)
dayâ€™s written notice to the Licensor of its intention not to renew the Term of this Agreement.
Â© Copyright 2011 Docstoc Inc. registered document proprietary, copy not 2
III. RESPONSIBILITIES OF LICENSOR
3.01 The Licensor agrees that it shall provide the Software to Dealer upon execution of this
Agreement and shall provide any and all add on and upgrades to the Dealer as the same may
become available. Licensor further agrees that it shall, upon receiving written notice from the
Dealer, correct any defects in the Software within a reasonable period of time.
3.02 The Dealer, and any of Dealerâ€™s employees, agents and independent contractors who will
be using the Software, shall attend and participate in a Licensor mandated training program at a
location designated by Licensor. Dealer shall not be required to pay any additional charges for
such training and such training shall be part of the License granted herein.
IV. RESPONSBILITIES OF DEALER
4.01 The Dealer shall sell and distribute the Software in a manner that will reflect positively
on the Software and the Licensor.
4.02 The Dealer shall incur all costs and expenses associated with the advertising and
marketing of the Software. The Dealer shall ensure that all of its employees, agents and
independent contractors have the proper training in respect to the use of the Software and shall
attend or have its employees, agents and independent contractors attend any and all necessary
training sessions in r