Legal VAR Agreement

LEGAL VAR AGREEMENT

This Value‑Added Reseller Agreement ("Agreement") is made and entered into as of Effective Date: by and between Vendor Name: , a business organized as Corporation LLC Other , with principal place of business at Vendor Address: ; and Reseller Name: , a business organized as Corporation LLC Other , with principal place of business at Reseller Address: . Vendor and Reseller are each a "Party" and collectively the "Parties."

RECITALS

WHEREAS, Vendor develops, licenses and supplies certain software, hardware and related services and documentation identified as Products: ; and

WHEREAS, Reseller desires to obtain from Vendor the right to market, promote, resell and provide first‑level support for the Products in the Territory: under the terms and conditions set forth herein; and

WHEREAS, Vendor is willing to appoint Reseller as a non‑exclusive or exclusive reseller on the terms that follow.

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the Parties agree as follows:

1. DEFINITIONS

1.1 "Products" means the items and services set forth in Products Description and any thereafter‑added modules or releases specifically designated by Vendor in writing as part of the Products.

1.2 "Confidential Information" means information disclosed by a Party that is designated confidential or that a reasonable person would consider confidential, including pricing, technical data, product roadmaps, source code, customer lists and business plans.

2. APPOINTMENT; SCOPE

2.1 Appointment. Subject to the terms of this Agreement, Vendor hereby appoints Reseller to market, distribute and resell the Products within the Territory. The appointment is: Non‑Exclusive Exclusive (select one).

2.2 Restrictions. Reseller shall not reverse engineer, decompile, disassemble or otherwise attempt to derive source code of the Products, nor shall Reseller make representations or incur obligations on behalf of Vendor except as expressly authorized in writing.

3. TERM AND TERMINATION

3.1 Term. The initial term of this Agreement shall be for Term Length (years): commencing on Effective Date, unless earlier terminated as provided herein. The Agreement shall automatically renew for successive one‑year periods unless either Party delivers written notice of non‑renewal at least Renewal Notice Days: days prior to the end of the then‑current term.

3.2 Termination for Cause. Either Party may terminate this Agreement for material breach by the other Party if such breach remains uncured for Cure Period (days): days after written notice specifying the breach.

4. RESELLER OBLIGATIONS

4.1 Marketing and Sales. Reseller shall use commercially reasonable efforts to promote and sell the Products in the Territory, maintain trained sales personnel, and comply with Vendor's brand and marketing guidelines. Reseller shall not make false, misleading or unauthorized claims regarding Products or Vendor warranties.

4.2 Minimum Purchases. Reseller agrees to order Minimum Purchase Amount (annual, USD): per 12‑month period, subject to written modification by Vendor.

5. VENDOR OBLIGATIONS

5.1 Supply and Support. Vendor shall supply Products pursuant to purchase orders accepted in accordance with Section 6 and shall provide reasonable levels of technical support and documentation to Reseller's personnel. Technical support contact: , Email/Phone: .

6. PRICING, ORDERS AND PAYMENT

6.1 Pricing. Vendor shall provide Reseller with a Reseller Discount of off Vendor's then‑current list prices for Products ordered by Reseller in accordance with Vendor's price lists. Vendor may change list prices upon prior written notice to Reseller; price changes shall not affect accepted purchase orders.

6.2 Payment Terms. Payments are due Net days from date of invoice. Past‑due amounts shall bear interest at the lesser of 1.5% per month or the maximum permitted by law.

6.3 Taxes and Duties. All taxes, duties and similar charges imposed on the sale or delivery of Products shall be the responsibility of the purchasing Party unless otherwise required by law.

7. INTELLECTUAL PROPERTY

7.1 Ownership. Vendor retains all right, title and interest in and to the Products and all associated intellectual property rights. Reseller acquires only those rights expressly granted in this Agreement.

7.2 Trademark License. Vendor grants to Reseller a non‑exclusive, non‑transferable, revocable license to use Vendor's trade names, trademarks and logos solely to market and resell the Products during the Term and in accordance with Vendor's brand guidelines.

8. CONFIDENTIALITY

8.1 Confidentiality Obligations. Each Party shall hold the other Party's Confidential Information in confidence and shall not disclose it to third parties except as permitted by this Agreement. Confidentiality obligations shall survive termination for Confidentiality Period (years): years.

9. WARRANTIES; DISCLAIMER

9.1 Vendor Warranty. Vendor warrants that for a period of Warranty Period (days): days following delivery, the Products will substantially conform to Vendor's published specifications. Vendor's sole obligation under this warranty is, at Vendor's option, to repair or replace nonconforming Products or to refund the purchase price for such Products.

9.2 Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH ABOVE, VENDOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

10. INDEMNIFICATION

10.1 Vendor Indemnity. Vendor shall defend, indemnify and hold Reseller harmless from and against any claim alleging that the Products, as supplied by Vendor, infringe a third party's issued patent, copyright or trademark, subject to Vendor's right to control the defense and settlement of such claim.

10.2 Reseller Indemnity. Reseller shall defend, indemnify and hold Vendor harmless from any claims arising from Reseller's marketing, modification, integration or combination of Products with third‑party products, or from Reseller's breach of this Agreement.

11. LIMITATION OF LIABILITY

11.1 EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIMS ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED Amount Cap (USD): or the total fees paid by Reseller to Vendor in the preceding 12 months, whichever is less.

12. NOTICES

Notices shall be in writing and deemed given when delivered personally, by nationally recognized overnight courier, or three (3) business days after deposit in the mail when sent by certified mail, postage prepaid, to the addresses set forth above or such other address as a Party designates in writing.

13. AMENDMENTS; WAIVER

No amendment or modification of this Agreement shall be binding unless in writing and signed by authorized representatives of both Parties. Failure to enforce any provision shall not constitute a waiver of that provision or any other provision.

14. GOVERNING LAW; JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of Governing State: without regard to conflict of laws. The Parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising out of this Agreement.

15. ENTIRE AGREEMENT; SEVERABILITY; MISCELLANEOUS

15.1 Entire Agreement. This Agreement, including any exhibits and accepted purchase orders, constitutes the entire agreement between the Parties and supersedes prior understandings, proposals and communications, whether written or oral, relating to the subject matter hereof.

15.2 Severability. If any provision of this Agreement is held invalid or unenforceable, that provision shall be reformed only to the extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

15.3 Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party, except that Vendor may assign to a successor in interest in connection with a merger or sale of substantially all its assets.

15.4 Force Majeure. Neither Party shall be liable for delay or failure to perform resulting from causes beyond its reasonable control, provided that the affected Party gives prompt written notice and uses commercially reasonable efforts to resume performance.

SIGNATURES

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