Legal SRA Document Template

LEGAL SRA DOCUMENT TEMPLATE

This Software Reseller Agreement (the "Agreement") is entered into as of the day of , (the "Effective Date"), by and between Company Name: , a Entity Type: Corporation LLC Other, with principal place of business at ("Company"), and Reseller Name: , a Corporation LLC Other, with principal place of business at ("Reseller"). Company and Reseller are each a "Party" and together the "Parties".

RECITALS

WHEREAS, Company develops, licenses and distributes certain software products and related documentation described as: (the "Software");

WHEREAS, Reseller desires to obtain the right to market, promote and resell the Software in the Territory defined below, and Company is willing to appoint Reseller as a non-exclusive reseller on the terms set forth herein; and

WHEREAS, the Parties desire to set forth their respective rights and obligations with respect to the distribution, support and remuneration for the Software.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, the Parties agree as follows:

1. DEFINITIONS

1.1 "Documentation" means the standard user manuals, release notes and specifications for the Software provided by Company.

1.2 "Territory" means .

2. APPOINTMENT; SCOPE

2.1 Appointment. Subject to the terms of this Agreement, Company hereby appoints Reseller, and Reseller accepts appointment, as a non-exclusive reseller to market, promote and resell the Software and Documentation in the Territory during the Term.

2.2 Authorized Activities. Reseller shall market the Software in accordance with Company's branding guidelines and shall not make representations inconsistent with Company's Documentation or marketing materials. Reseller shall obtain Company's prior written consent before using any trademark or trade name other than the predefined marks provided in writing.

3. LICENSE GRANT AND RESTRICTIONS

3.1 License to Reseller. Company grants Reseller a limited, non-exclusive, non-transferable right to sublicense to End Users the object code form of the Software solely for resale in the Territory, subject to end user license terms provided by Company.

3.2 Restrictions. Reseller shall not: (a) reverse engineer, decompile or disassemble the Software; (b) remove or alter copyright or proprietary notices; or (c) permit third parties to host the Software as a service unless expressly authorized in writing.

4. RESELLER OBLIGATIONS

4.1 Sales Efforts. Reseller shall use commercially reasonable efforts to promote and sell the Software, maintain qualified sales personnel and comply with applicable laws.

4.2 Reporting. Reseller shall provide quarterly written reports to Company detailing units sold, revenues, customers and any known violations of Company intellectual property.

5. FEES, PAYMENT AND TAXES

5.1 Fees. Reseller shall pay Company: of net revenues collected from End Users, unless otherwise agreed in writing.

5.2 Payment Terms. Payments shall be remitted within days of Company's invoice and accompanied by a sales report.

5.3 Taxes. Each Party is responsible for taxes arising from its own operations. Reseller shall collect and remit sales, value-added or other transaction taxes imposed on End Users and shall provide documentation of tax payments upon request.

6. TERM AND TERMINATION

6.1 Term. The initial term of this Agreement shall be months from the Effective Date (the "Initial Term") and shall automatically renew for successive one year terms unless either Party provides written notice of non-renewal at least days prior to the end of the then-current term.

6.2 Termination for Cause. Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure such breach within days after written notice specifying the breach.

6.3 Effect of Termination. Upon termination, Reseller shall cease representing itself as an authorized reseller, discontinue marketing the Software, and return or destroy all Confidential Information and copies of the Software as directed by Company. Termination shall not relieve either Party of liabilities accrued prior to termination.

7. CONFIDENTIALITY

7.1 Confidential Information. "Confidential Information" means non-public information disclosed by a Party that is designated confidential or reasonably understood to be confidential. Each Party shall use Confidential Information solely to perform obligations under this Agreement and shall not disclose it except to employees or contractors who have a need to know and are bound by confidentiality obligations no less protective than those herein.

7.2 Duration. Confidentiality obligations shall survive termination for a period of years, except for trade secrets which shall remain protected for as long as they qualify as trade secrets under applicable law.

8. INTELLECTUAL PROPERTY

8.1 Ownership. Company retains all right, title and interest in and to the Software, Documentation and any Improvements. Reseller acquires no rights in the Software except the limited rights expressly granted in this Agreement.

8.2 Feedback. Reseller shall assign to Company all right, title and interest in any feedback, suggestions or enhancements provided to Company relating to the Software.

9. REPRESENTATIONS, WARRANTIES AND DISCLAIMERS

9.1 Mutual Representations. Each Party represents that it has the full corporate power and authority to enter into this Agreement and to perform its obligations.

9.2 Company Warranty. Company warrants that it has the right to grant the licenses herein and that the Software will materially conform to the Documentation for a period of days after delivery. Company's sole obligation for breach of this warranty shall be to use commercially reasonable efforts to correct the non-conformity.

9.3 DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SOFTWARE IS PROVIDED "AS IS" AND COMPANY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

10. INDEMNIFICATION

10.1 By Company. Company shall defend, indemnify and hold Reseller harmless from any third party claim alleging that the Software infringes a third party's intellectual property rights, provided Company is promptly notified, given sole control of the defense and all related settlement negotiations, and Reseller reasonably cooperates.

10.2 By Reseller. Reseller shall defend, indemnify and hold Company harmless from any claim arising from Reseller's breach of this Agreement, negligence, willful misconduct, or unauthorized modifications to the Software.

11. LIMITATION OF LIABILITY

11.1 Exclusion of Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, DATA OR BUSINESS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.2 Cap on Liability. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR INDEMNIFICATION OBLIGATIONS, A PARTY'S AGGREGATE LIABILITY SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY RESELLER TO COMPANY UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

12. NOTICES

12.1 Manner. All notices shall be in writing and delivered by certified mail, overnight courier, or hand delivery to the addresses below or such other address as a Party designates in writing.

13. AMENDMENTS; WAIVER; ASSIGNMENT

13.1 Amendments. Any amendment to this Agreement must be in writing and signed by authorized representatives of both Parties.

13.2 Waiver. No waiver of any breach shall constitute a waiver of any other breach. Failure to enforce any provision is not a waiver of future enforcement rights.

13.3 Assignment. Neither Party may assign this Agreement without the other Party's prior written consent, except that Company may assign to an affiliate or in connection with a merger or sale of substantially all assets.

14. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. The Parties shall attempt in good faith to resolve disputes through negotiation, and if unresolved within 60 days, either Party may seek relief in the courts of such State.

15. ENTIRE AGREEMENT; SEVERABILITY

15.1 Entire Agreement. This Agreement, together with any exhibits or schedules expressly incorporated herein, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior agreements, understandings and communications.

15.2 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the Parties shall negotiate in good faith to replace the invalid provision with a valid provision that effectuates the Parties' intent.

16. MISCELLANEOUS

16.1 Counterparts. This Agreement may be executed in counterparts and by electronic signature, each of which shall be deemed an original and all of which together constitute one instrument.

SIGNATURES

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