SOFTWARE DISTRIBUTOR – RESELLER AGREEMENT
This IT AND CYBERSECURITY SOLUTIONS SOFTWARE DISTRIBUTOR – RESELLER
AGREEMENT (the "Agreement") is made and entered into as of [date], (the "Effective
Date"), by and between [Distributor Company B], a Canadian corporation, with its
principal place of business at [address] ("Distributor"), and [Reseller Company C], a
[state/province] corporation, with its principal place of business at [address]
("Reseller").
WHEREAS, Distributor is in the business of marketing and distributing IT and Cyber
Security Solutions software products; and
WHEREAS, Reseller desires to sell and distribute the software products distributed by
Distributor.
NOW, THEREFORE, in consideration of the mutual covenants and promises contained
herein, and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties agree as follows:
1. Appointment.
Distributor hereby appoints Reseller as an exclusive reseller of the IT and Cyber
Security Solutions software products developed and distributed by Distributor (the
"Products"). Reseller shall have the right to market, distribute, and sell the Products
solely to end-users in the Territory (as defined below).
2. Territory.
Reseller’s rights under this Agreement are limited to the following geographical area
(the "Territory"): [list of geographical areas where the reseller may sell the
Products].
3. Product Pricing.
Distributor shall provide Reseller with a price list for the Products, which shall
include Reseller’s discount. Reseller agrees to sell the Products at the prices set forth
in the price list. Distributor may update the price list from time to time and will
provide Reseller with written notice of any changes at least 30 days before they take
effect.
4. Payment Terms.
Reseller shall pay Distributor the purchase price for each Product ordered within
[number] days of the invoice date. All payments shall be made in [currency].
Distributor reserves the right to charge interest on any late payments at a rate of
[interest rate] per month or the maximum rate allowed by law, whichever is lower.
5. Marketing and Advertising.
Reseller shall use its best efforts to promote and market the Products in the
Territory, including through advertising, trade shows, and other marketing efforts.
Reseller shall comply with any marketing and advertising guidelines provided by
Distributor. Reseller shall not make any representations or warranties regarding the
Products that are inconsistent with the documentation provided by Distributor or
that exceed the warranties provided by Distributor.
6. Trademarks and Copyrights.
Distributor retains all rights, title, and interest in and to the Products, and all
trademarks, trade names, service marks, copyrights, and other intellectual property
rights associated therewith. Reseller acknowledges the validity of such rights and
agrees not to contest or challenge them. Reseller may use Distributor’s trademarks
and trade names solely for the purpose of promoting and selling the Products in the
Territory, subject to Distributor’s guidelines and policies.
7. Confidentiality.
Reseller acknowledges that it may receive confidential information from Distributor
in connection with this Agreement. Reseller agrees to keep such information
confidential and not to disclose it to any third party without the prior written
consent of Distributor. This obligation shall survive the termination of this
Agreement.
8. Independent Contractors.
Distributor Company B and Reseller Company C are independent contractors under
this Agreement. Neither party will have the right to bind or obligate the other party
in any manner, and nothing herein contained will give rise or is intended to give rise
to any partnership, joint venture, agency, or employment relationship between the
Parties.
9. Term and Termination.
This Agreement shall be effective as of the Effective Date and shall continue until
terminated by either party upon [number] days’ written notice. Notwithstanding the
foregoing, either party may terminate this Agreement immediately upon written
notice if the other party breaches any material provision of this Agreement. Upon
termination, Reseller shall immediately cease all use of Distributor’s trademarks and
trade names and shall return to Distributor any confidential information received
from Distributor. Termination shall not affect any rights or obligations that have
accrued prior to the date of termination.
10. Indemnification.
Reseller agrees to indemnify, defend, and hold harmless Distributor, its officers,
directors, employees, and agents from and against any and all claims, damages,
liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or
in connection with Reseller’s breach of this Agreement, negligence or willful
misconduct, or any misrepresentation or warranty made by Reseller regarding the
Products.
11. Limitation of Liability.
Distributor shall not be liable to Reseller or any third party for any special, indirect,
incidental, or consequential damages arising out of or in connection with this
Agreement or the Products, whether in contract, tort, or otherwise, even if
Distributor has been advised of the possibility of such damages.
12. Governing Law and Dispute Resolution.
This Agreement shall be governed by and construed in accordance with the laws of
the Province of Ontario, Canada, without giving effect to its conflict of laws
principles. Any disputes, claims, or controversies arising out of or relating to this
Agreement or the breach, termination, enforcement, interpretation or validity
thereof, shall be submitted to and finally resolved by the courts of the Province of
Ontario, Canada, which shall have exclusive jurisdiction over any such disputes,
claims, or controversies. The Parties hereby submit to the exclusive jurisdiction of
the courts of the Province of Ontario, Canada, and waive any objection to such
jurisdiction or venue based on forum non conveniens or any other basis. The Parties
further agree that any such dispute, claim, or controversy shall be resolved without
recourse to any form of class action, and that any such dispute, claim, or controversy
shall be adjudicated solely on an individual basis.
13. Entire Agreement.
This Agreement constitutes the entire agreement between the parties with respect
to the subject matter hereof and supersedes all prior negotiations, agreements, and
understandings, whether written or oral. This Agreement may not be amended
except in writing signed by both parties.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective
Date.
[Distributor Company B]
By: [signature]
Name: [name]
Title: [title]
[Reseller CompanyC]
By: [signature]
Name: [name]
Title: [title]
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