Software Developer VAR Agreement

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This Software Developer's VAR Agreement is for use by a developer who desires to utilize products as a value added reseller in order to market and license new software.

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This Software Developer's VAR Agreement is between a company and a developer who has developed certain software programs. In this agreement the developer wants to utilize the products as a value-added reseller (VAR) to develop application programs, and to license and market these programs. This agreement includes definitions for the reader's ease of reference, rights granted by the distributor, limitations on use and that developer is considered an independent contractor.

It also contains provisions about use license fees, royalties and warranties given by the developer. Provisions regarding the use of trade names, trademarks, markings and confidential information are also included.

This Software Developer's VAR Agreement includes:
  • Parties: Sets out specific information regarding the developer and the company;
  • Definitions: Definitions of terms used within the agreement for reference by the parties;
  • Distributor Rights: Sets out terms regarding grant of rights, limitations on use, sublicenses and reservation;
  • License Fees: Specific terms regarding licensing including payment of fees and royalties;
  • Intellectual Property: Specifies what types of intellectual property the developer may utilize and who will own this property;
  • Term and Termination: Sets out the term of this agreement and the events under which the agreement can be terminated;
  • Signatures: Both parties must sign this agreement.

Protect yourself and your rights by using our attorney-prepared forms.

This attorney-prepared packet contains:
  1. General Information
  2. Instructions and Checklist
  3. Software Developer's VAR Agreement
State Law Compliance: This form complies with the laws of all states
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.













Software Developer's VAR Agreement










This Packet Includes:
1.  General Information
2.  Instructions and Checklist
3.  Software Developer's VAR Agreement











General Information
Software Developer's VAR Agreement

This Software Developer's VAR Agreement is between a company and a developer who has developed certain software programs.  In this agreement the developer wants to utilize the products as a value-added reseller (VAR) to develop application programs, and to license and market these programs.  This agreement includes definitions for the reader's ease of reference, rights granted by the distributor, limitations on use and that developer is considered an independent contractor.

It also contains provisions about use license fees, royalties and warranties given by the developer.  Provisions regarding the use of trade names, trademarks, markings and confidential information are also included.  

It is vital that this agreement be set out in writing.  A written Software Developer's VAR Agreement will prove invaluable in the event of miscommunication, disagreements or litigation between the parties.




Instructions and Checklist


Software Developer's VAR Agreement

   Both parties should read the agreement carefully.

   Insert all requested information in the spaces provided on the form.

     The agreement contains an exhibit which will be incorporated and made a part of the agreement.

     The parties should read the "License" provisions carefully.  If there are disagreements, they will likely focus on one of these provisions.

     This form contains the basic terms and language that should be included in similar agreements.  

     Both the corporation and developer must sign the agreement.

   Both parties should retain either an original or copy of the signed agreement.

   All legal documents should be kept in a safe location such as a fireproof safe or safe deposit box.  



   




DISCLAIMER:

FindLegalForms, Inc. (“FLF”) is not a law firm and does not provide legal advice. The use of these materials is not a substitute for legal advice. Only an attorney can provide legal advice.  An attorney should be consulted for all serious legal matters.  No Attorney-Client relationship is created by use of these materials.  
THESE MATERIALS ARE PROVIDED “AS-IS.  FLF DOES NOT GIVE ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, SUITABILITY OR COMPLETENESS FOR ANY OF THE MATERIALS FOR YOUR PARTICULAR NEEDS.  THE MATERIALS ARE USED AT YOUR OWN RISK.  IN NO EVENT WILL:  I) FLF, ITS AGENTS, PARTNERS, OR AFFILIATES; OR II) THE PROVIDERS, AUTHORS OR PUBLISHERS OF ITS MATERIALS, BE RESPONSIBLE OR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATE OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER USED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THESE MATERIALS.
 SOFTWARE DEVELOPERS VAR AGREEMENT

________________ CORPORATION SOFTWARE DEVELOPER
VAR AGREEMENT
 

This DEVELOPER VAR DISTRIBUTION AGREEMENT is made and entered into as of the ________  day of ________ , 20__ , by and between __________________________________ CORPORATION, a ______________ [state] corporation having offices at ________ , ________ , ________  (“__________________________________”) and the following reseller of computer products (Developer”):


Developer: _______________

Address: _______________

Telephone: _______________

FAX: _______________

Purposes: _______________

User License Fee: _______________

Royalty Rate: ________  per ________  

WHEREAS, __________________________________ has developed certain software programs identified on Schedule A (Products”); and

WHEREAS, Developer desires to utilize the Products as a value-added reseller (VAR) to develop Application Programs for the purposes set forth above and to market and license such Application Programs to others;

NOW THEREFORE, it is agreed between the parties hereto as follows:

1. Definitions.

1.01 Application Program” shall mean any software program developed by Developer for the Purposes set forth above that utilizes one or more of the Products. Application Programs delivered to Users may contain Source Code.

1.02 Installed Application” shall mean the any Application Program or portion thereof that is embedded in a product of the User. Installed Applications shall only contain Source Code with the prior express written consent of __________________________________.

1.03 Products” shall mean software program packages set forth on Schedule A hereto, consisting of machine readable program code, including Source Code, on diskettes and instruction booklets and other information related to the use of the software program for the development of Application Programs. __________________________________ reserves the right to alter or modify the Products on Schedule A or add or delete upon sixty days prior written notice any of the individual items of Products described therein.

1.04 Proprietary Data” shall mean the Source Code and such other materials as are marked “Proprietary” at the time of delivery hereunder. Proprietary Data” shall not include information which (i) through no act or failure on the part of Developer, becomes generally known or available; (ii) is demonstrated by Developer as being known to Developer at the time of receiving such information from __________________________________; or (iii) is furnished to others by __________________________________ without restrictions on disclosure.

1.05 Source Code” shall mean a human readable list of computer instruction sequences readily comprehended by an individual skilled in assembly level computer programming and from which such individual can “paraphrase” or modify the Software without undue difficulty.

1.06 User” shall mean customers of Developer who have acquired Application Programs for installation as Installed Applications into their own products solely for use in connection with such products and not for other redistribution.

2. Distributor Rights.

2.01 Grant of Rights. __________________________________ hereby grants to Developer the world-wide, nonexclusive right and license to utilize the Products to develop Application Programs and to market, and sublicense Users to market Application Programs and Installed Applications for the Purposes. Developer agrees to provide __________________________________ with a copy of all license agreements between Developer and Users. Each such agreement shall restrict the use of Products to Application Programs and Installed Applications.

2.02 Limitation on Use. Developer shall not, and shall cause all of its Users to agree to not directly or indirectly use the Products other than in Application Programs and Installed Applications for the Purposes.

2.03 Sublicenses. Developer shall include in any sublicense granted hereunder provisions substantially the same as those set forth in Sections 6, 7 and 9.04 hereof.

2.04 Reservation. Nothing contained in this Agreement shall preclude or limit in any way __________________________________s right to market or service worldwide, either directly or indirectly, Products or any of its other products. All right, title and interest in and to the Products are, and shall remain, the sole property of __________________________________.


3. Support.

3.01 License Documentation. Within ___ days following the date of this Agreement, __________________________________ shall deliver to Developer on a confidential basis one (1) complete set of Products as set forth on Exhibit A.

3.02 Support. During the term of this Agreement, __________________________________ shall provide technical consultation and service to correct errors, malfunctions and defects in the Products which result in a performance variance from that set forth in Exhibit A, and shall promptly deliver to Developer all updates and releases related to the Products that __________________________________ circulates to users of the Products in general. In addition, __________________________________ shall provide telephone technical support to Developer, but not to Developers sublicensees, with respect to program methodologies.

4. License Fees.

4.01 Use License Fee. Developer shall pay to __________________________________ concurrent with the execution of this Agreement, a License Fee in the amount set forth on the first page of this Agreement.

4.02 Royalty. Developer shall pay to __________________________________ a royalty of ________  on each Application Program sold, installed or otherwise distributed. Such royalties are payable 10 days following the end of the month during which the Application Program is delivered by Developer or the Installed Application is installed, as applicable.

4.03 Payment of Fees. Within _________ days following the end of each month during the term of this Agreement, and any extensions thereof, Developer shall submit to __________________________________ a report setting forth (i) the number of Application Programs distributed by Developer, (ii) the revenues received as a result of sublicenses hereunder, (iii) the number of Installed Applications installed by sublicensees hereunder, and (iv) any other information reasonable necessary to enable __________________________________ to determine or verify the amount of fees and royalties payable pursuant to this Agreement. Developer shall include with such report: (a) payment for the aggregate royalties payable pursuant to Section 4.02 during such month, and (b) copies of all contracts or agreements entered into during such month related to the distribution or sublicensing of Products. Developer (and every sublicensee hereunder) further agrees that it will permit any authorized representative of __________________________________ to have adequate access at any time during normal business hours to its facilities, records and books of accounts that are related to this Agreement or any sublicenses hereunder.

4.04 Late Payments. If Developer fails to pay any fee or royalty amount when due, Developer agrees to pay, in addition to other remedies of __________________________________, a late fee equal to the lesser of 18% per annum on the unpaid delinquent balance or the maximum amount allowed by law. __________________________________ reserves the right to alter or rescind the terms of payment in the event the Developer is in default of same or if, in the reasonable judgment of __________________________________, the financial condition of Developer justifies earlier payment.

4.05 Option for Fully-Paid License. __________________________________ agrees to negotiate in good faith with Licensee the terms of a fully-paid license to use the Applications Programs provided Developer has not been in default of any of the terms of this Agreement prior thereto. The license fee for such fully paid license shall be an amount which approximates the aggregate fees to which __________________________________ would be entitled under Section 4.02 hereof (if this Agreement were to remain in effect) for the ________  (________ ) years following the date of such agreement for a fully paid license, but in no event less than $________ .

5. Warranty.

5.01 __________________________________ warrants the diskettes and related documentation containing the Products to be free from defects in materials and workmanship for a period of sixty (60) days from the date of purchase. __________________________________ will replace any such defective diskette or document returned to __________________________________ during such warranty period. Replacement is the exclusive remedy for any such defects, and __________________________________ shall have no liability for any other damages.

IN NO EVENT SHALL __________________________________ BE LIABLE FOR ANY LOSS OF PROFIT OR ANY OTHER COMMERCIAL DAMAGE, INCLUDING BUT NOT LIMITED TO SPECIAL, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES. __________________________________ SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE, RELATED TO DEFECTS IN THE SOFTWARE.

5.02 Developer agrees to limit its warranty to its sublicensees so as not to increase __________________________________s liability beyond that set forth herein and indemnifies and holds harmless __________________________________ from any claim or liability except as expressly set forth in this Agreement.

6. Trade Names, Trademarks, Markings.

6.01 _______________. Developer may use the __________________________________ name and display __________________________________ trademarks solely to identify and market Products (i) to indicate on stationery and business cards that Developer is an authorized distributor of Products, and (ii) on marketing materials approved by __________________________________. No other use of the __________________________________ name or trademarks is authorized without the express written consent of __________________________________. Developer shall not alter or remove any human or machine readable trade name, trademark or other identification marks, symbols or labels from Products.

6.02 “__________________________________Code. Developer acknowledges that “__________________________________Code” is a trademark of __________________________________ and all right, title and interest therein are, and shall at all times remain, the sole and exclusive property of __________________________________. Developer shall not use such name except in connection with the marketing of Application Programs. No rights in such name are granted by this Agreement, except as expressly set forth herein.

6.03 Markings. Developer agrees to legibly acknowledge on each Application Program containing any Product, and documentation related thereto, that such Application Program includes __________________________________Code with a legend substantially similar to:

This product includes program development routines of ______________________________ Code, a proprietary product of __________________________________, Inc.

OR

6.03 Markings. Developer agrees to place the [__________________________________ trademark,] __________________________________ logo [and its “[desired slogan]” slogan] on each Application Program containing any Product in the size and at the locations as mutually agreed by the parties prior to release of such Application Program. Notwithstanding the foregoing, The [__________________________________ trademark,] __________________________________ logo [and slogan] shall (i) appear at each location at which Developers [trademark or] logo appears and (ii) be at least as large as, and be positioned as prominently as, the marks of Developer or any other third party trademark or logo display. __________________________________ hereby grants to Developer a nontransferable, non-exclusive, royalty-free license and right during the term of this Agreement to use its [trademark,] logos [and slogan], as approved by __________________________________, for the purposes of branding of Application Programs. If __________________________________ changes its logo [or slogan] and notifies Developer of such change, Developer shall promptly modify its use of such __________________________________ logo [or slogan].

7. Confidentiality.

7.01 Developer acknowledges that the Products and Proprietary Data, and the concepts embodied therein, are and shall remain the sole property of __________________________________; and Developer agrees that Developer, its sublicensees and its customers, shall neither have nor acquire any proprietary interest or other right to Products and Proprietary Data other than the right to use granted hereby. Under no circumstances shall Developer decompile, or permit others to decompile, the object code portion of the Products to a Source Code version.

7.02 Developer agrees not to use the Products and Proprietary Data except in accordance with the terms of this Agreement and the User License included with each Product. Further, Developer agrees to protect the proprietary information contained in the Product and Proprietary Data to the same extent that Developer protects its own confidential or proprietary information.

8. Term and Termination.

8.01 Term. This Agreement shall be effective as of the date first set forth above and, unless otherwise terminated in accordance with the provisions hereof, shall remain in effect for a term of ___ years. Thereafter, this Agreement shall be automatically renewed for consecutive ___ year terms if Developer is not in breach of this Agreement at the time of such renewal, unless terminated by either party by written notice delivered at least ______ days prior to the end of the then current term.

8.02 Early Termination. If Developer shall (i) be in breach, in any material respect, of any of its obligations hereunder, (ii) become insolvent or unable to pay its debts as and when due, (iii) make an assignment for the benefit of creditors, or (iv) file for protection under bankruptcy or similar laws, then in any such case, __________________________________ may terminate this Agreement by sending written notice to such effect to Developer at least ____ days prior to the effective date thereof. Such termination shall be effective on the date set forth in the notice, unless Developer cures such default or breach within such notice period. Such right of termination shall be in addition to and shall not prejudice any other rights or claims that __________________________________ may have against Developer. For the purposes of this Section 8.02, failure by Developer to (i) make payments as provided in Section 4, or (iii) adhere to the requirements of Sections 5.02, 6, 7 and 9.04 shall be deemed a material breach of its obligations hereunder.

8.03 Consequences of Termination. The parties shall not, by reason of the termination of this Agreement for any reason, be liable to each other for compensation or damages for present or prospective loss of business or profits, goodwill, creation of clientele, salaries, expenditures, investments or commitments made in connection herewith. Upon the termination of this Agreement, howsoever:

(i) __________________________________ will fill such orders as have been accepted by __________________________________ and the Developer shall accept the Products subject thereto and pay the purchase price therefor in accordance with the provisions of this Agreement; and

(ii) Developer shall return to __________________________________ at Developers expense, all __________________________________ furnished Proprietary Data except for that data specifically required to service and maintain installed Products, and cease to use same for any other purpose.

8.04 Survival. The provisions of Sections 5, 6, 7 and 9.04 shall survive the term of this Agreement, until the expiration of all patents, copyrights trademarks and trade secrets related to the Products or Proprietary Data. Termination of this Agreement shall not terminate any sublicenses validly granted hereunder prior to the effective date of termination of this Agreement to third parties who are not affiliates of Developer provided the purchase price and/or royalty related thereto is or has been promptly paid.

9. Miscellaneous.

9.01 Independent Contractor. Developer shall be deemed an independent contractor hereunder and, as such, Developer shall not be nor hold itself out as an employee or agent of __________________________________. Developer acknowledges that it does not have any authority to act for or in the name of __________________________________ or to commit __________________________________ in any manner whatsoever.

9.02 Non-assignability. Neither this Agreement nor any rights or obligations hereunder shall be assignable, in whole or in part, by operation of law or otherwise without the prior written consent of the other party, except that __________________________________ may assign this Agreement without Developers consent to a parent or wholly owned subsidiary or in connection with a transfer of all or substantially all its assets or capital stock. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the respective parties hereto.

9.03 Notices. Unless otherwise specified in this Agreement, all notices required hereunder shall be in writing and shall be dispatched by prepaid first class mail, commercial express carrier (such as Federal Express, UPS, DHS, etc.) to the addresses of the respective parties first set forth in this Agreement or via facsimile transmission that confirms message receipt. Either party hereto may change its address for the purposes of this Agreement by giving the other party written notice hereunder.

9.04 Compliance with Law. Each of the Parties agrees to comply with all applicable laws and regulations of appropriate governmental bodies in the performance of this Agreement, including regulations related to the exportation of technical data, technology or products from the U.S.A.

9.05 Enforcement. This Agreement shall be construed in accordance with the laws of the State of __________ and Developer agrees to accept venue and submit to the exclusive jurisdiction of the courts therein [in ________  County, __________ [state]]. If any provision of this Agreement shall be held invalid, illegal or unenforceable, the remainder of this Agreement shall remain valid and enforceable. Any waiver by any party of any provision or breach of any provision of this Agreement must be in writing. The failure of either party to enforce at any time any provision hereof shall not be construed to be a waiver of the right to enforce such provision or of the provision itself.

If either party deems it necessary to bring suit or retain an attorney to enforce its rights under this Agreement, the prevailing party in such dispute shall be entitled to recover from the other party, in addition to any judgment or award, reasonable attorneys fees and court costs related to such dispute.

9.06 Entire Agreement. This Agreement contains the entire understanding between the parties hereto with respect to the subject matter hereof and supersedes any and all prior contracts, agreements and understandings. In the event of any conflict between a provision of this Agreement and any catalog, purchase order or other document with respect to __________________________________ or the Products, this Agreement shall control. This Agreement can be altered, amended or varied only by a written document signed by both parties.

9.07 Counterparts. This Agreement may be executed in counterparts, all of which shall be enforceable, and together shall constitute a single instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the date first above written.



CORPORATION

DEVELOPER

By:  
_____________________________________
By:  
_____________________________________
Title  
_____________________________________
Title  
_____________________________________


Number of Pages12
DimensionsDesigned for Letter Size (8.5" x 11")
EditableYes (.doc, .wpd and .rtf)
UsageUnlimited number of prints
Product number#43687
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.













Software Developer's VAR Agreement










This Packet Includes:
1.  General Information
2.  Instructions and Checklist
3.  Software Developer's VAR Agreement











General Information
Software Developer's VAR Agreement

This Software Developer's VAR Agreement is between a company and a developer who has developed certain software programs.  In this agreement the developer wants to utilize the products as a value-added reseller (VAR) to develop application programs, and to license and market these programs.  This agreement includes definitions for the reader's ease of reference, rights granted by the distributor, limitations on use and that developer is considered an independent contractor.

It also contains provisions about use license fees, royalties and warranties given by the developer.  Provisions regarding the use of trade names, trademarks, markings and confidential information are also included.  

It is vital that this agreement be set out in writing.  A written Software Developer's VAR Agreement will prove invaluable in the event of miscommunication, disagreements or litigation between the parties.




Instructions and Checklist


Software Developer's VAR Agreement

   Both parties should read the agreement carefully.

   Insert all requested information in the spaces provided on the form.

     The agreement contains an exhibit which will be incorporated and made a part of the agreement.

     The parties should read the "License" provisions carefully.  If there are disagreements, they will likely focus on one of these provisions.

     This form contains the basic terms and language that should be included in similar agreements.  

     Both the corporation and developer must sign the agreement.

   Both parties should retain either an original or copy of the signed agreement.

   All legal documents should be kept in a safe location such as a fireproof safe or safe deposit box.  



   




DISCLAIMER:

FindLegalForms, Inc. (“FLF”) is not a law firm and does not provide legal advice. The use of these materials is not a substitute for legal advice. Only an attorney can provide legal advice.  An attorney should be consulted for all serious legal matters.  No Attorney-Client relationship is created by use of these materials.  
THESE MATERIALS ARE PROVIDED “AS-IS.  FLF DOES NOT GIVE ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, SUITABILITY OR COMPLETENESS FOR ANY OF THE MATERIALS FOR YOUR PARTICULAR NEEDS.  THE MATERIALS ARE USED AT YOUR OWN RISK.  IN NO EVENT WILL:  I) FLF, ITS AGENTS, PARTNERS, OR AFFILIATES; OR II) THE PROVIDERS, AUTHORS OR PUBLISHERS OF ITS MATERIALS, BE RESPONSIBLE OR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATE OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER USED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THESE MATERIALS.
 SOFTWARE DEVELOPERS VAR AGREEMENT

________________ CORPORATION SOFTWARE DEVELOPER
VAR AGREEMENT
 

This DEVELOPER VAR DISTRIBUTION AGREEMENT is made and entered into as of the ________  day of ________ , 20__ , by and between __________________________________ CORPORATION, a ______________ [state] corporation having offices at ________ , ________ , ________  (“__________________________________”) and the following reseller of computer products (Developer”):


Developer: _______________

Address: _______________

Telephone: _______________

FAX: _______________

Purposes: _______________

User License Fee: _______________

Royalty Rate: ________  per ________  

WHEREAS, __________________________________ has developed certain software programs identified on Schedule A (Products”); and

WHEREAS, Developer desires to utilize the Products as a value-added reseller (VAR) to develop Application Programs for the purposes set forth above and to market and license such Application Programs to others;

NOW THEREFORE, it is agreed between the parties hereto as follows:

1. Definitions.

1.01 Application Program” shall mean any software program developed by Developer for the Purposes set forth above that utilizes one or more of the Products. Application Programs delivered to Users may contain Source Code.

1.02 Installed Application” shall mean the any Application Program or portion thereof that is embedded in a product of the User. Installed Applications shall only contain Source Code with the prior express written consent of __________________________________.

1.03 Products” shall mean software program packages set forth on Schedule A hereto, consisting of machine readable program code, including Source Code, on diskettes and instruction booklets and other information related to the use of the software program for the development of Application Programs. __________________________________ reserves the right to alter or modify the Products on Schedule A or add or delete upon sixty days prior written notice any of the individual items of Products described therein.

1.04 Proprietary Data” shall mean the Source Code and such other materials as are marked “Proprietary” at the time of delivery hereunder. Proprietary Data” shall not include information which (i) through no act or failure on the part of Developer, becomes generally known or available; (ii) is demonstrated by Developer as being known to Developer at the time of receiving such information from __________________________________; or (iii) is furnished to others by __________________________________ without restrictions on disclosure.

1.05 Source Code” shall mean a human readable list of computer instruction sequences readily comprehended by an individual skilled in assembly level computer programming and from which such individual can “paraphrase” or modify the Software without undue difficulty.

1.06 User” shall mean customers of Developer who have acquired Application Programs for installation as Installed Applications into their own products solely for use in connection with such products and not for other redistribution.

2. Distributor Rights.

2.01 Grant of Rights. __________________________________ hereby grants to Developer the world-wide, nonexclusive right and license to utilize the Products to develop Application Programs and to market, and sublicense Users to market Application Programs and Installed Applications for the Purposes. Developer agrees to provide __________________________________ with a copy of all license agreements between Developer and Users. Each such agreement shall restrict the use of Products to Application Programs and Installed Applications.

2.02 Limitation on Use. Developer shall not, and shall cause all of its Users to agree to not directly or indirectly use the Products other than in Application Programs and Installed Applications for the Purposes.

2.03 Sublicenses. Developer shall include in any sublicense granted hereunder provisions substantially the same as those set forth in Sections 6, 7 and 9.04 hereof.

2.04 Reservation. Nothing contained in this Agreement shall preclude or limit in any way __________________________________s right to market or service worldwide, either directly or indirectly, Products or any of its other products. All right, title and interest in and to the Products are, and shall remain, the sole property of __________________________________.


3. Support.

3.01 License Documentation. Within ___ days following the date of this Agreement, __________________________________ shall deliver to Developer on a confidential basis one (1) complete set of Products as set forth on Exhibit A.

3.02 Support. During the term of this Agreement, __________________________________ shall provide technical consultation and service to correct errors, malfunctions and defects in the Products which result in a performance variance from that set forth in Exhibit A, and shall promptly deliver to Developer all updates and releases related to the Products that __________________________________ circulates to users of the Products in general. In addition, __________________________________ shall provide telephone technical support to Developer, but not to Developers sublicensees, with respect to program methodologies.

4. License Fees.

4.01 Use License Fee. Developer shall pay to __________________________________ concurrent with the execution of this Agreement, a License Fee in the amount set forth on the first page of this Agreement.

4.02 Royalty. Developer shall pay to __________________________________ a royalty of ________  on each Application Program sold, installed or otherwise distributed. Such royalties are payable 10 days following the end of the month during which the Application Program is delivered by Developer or the Installed Application is installed, as applicable.

4.03 Payment of Fees. Within _________ days following the end of each month during the term of this Agreement, and any extensions thereof, Developer shall submit to __________________________________ a report setting forth (i) the number of Application Programs distributed by Developer, (ii) the revenues received as a result of sublicenses hereunder, (iii) the number of Installed Applications installed by sublicensees hereunder, and (iv) any other information reasonable necessary to enable __________________________________ to determine or verify the amount of fees and royalties payable pursuant to this Agreement. Developer shall include with such report: (a) payment for the aggregate royalties payable pursuant to Section 4.02 during such month, and (b) copies of all contracts or agreements entered into during such month related to the distribution or sublicensing of Products. Developer (and every sublicensee hereunder) further agrees that it will permit any authorized representative of __________________________________ to have adequate access at any time during normal business hours to its facilities, records and books of accounts that are related to this Agreement or any sublicenses hereunder.

4.04 Late Payments. If Developer fails to pay any fee or royalty amount when due, Developer agrees to pay, in addition to other remedies of __________________________________, a late fee equal to the lesser of 18% per annum on the unpaid delinquent balance or the maximum amount allowed by law. __________________________________ reserves the right to alter or rescind the terms of payment in the event the Developer is in default of same or if, in the reasonable judgment of __________________________________, the financial condition of Developer justifies earlier payment.

4.05 Option for Fully-Paid License. __________________________________ agrees to negotiate in good faith with Licensee the terms of a fully-paid license to use the Applications Programs provided Developer has not been in default of any of the terms of this Agreement prior thereto. The license fee for such fully paid license shall be an amount which approximates the aggregate fees to which __________________________________ would be entitled under Section 4.02 hereof (if this Agreement were to remain in effect) for the ________  (________ ) years following the date of such agreement for a fully paid license, but in no event less than $________ .

5. Warranty.

5.01 __________________________________ warrants the diskettes and related documentation containing the Products to be free from defects in materials and workmanship for a period of sixty (60) days from the date of purchase. __________________________________ will replace any such defective diskette or document returned to __________________________________ during such warranty period. Replacement is the exclusive remedy for any such defects, and __________________________________ shall have no liability for any other damages.

IN NO EVENT SHALL __________________________________ BE LIABLE FOR ANY LOSS OF PROFIT OR ANY OTHER COMMERCIAL DAMAGE, INCLUDING BUT NOT LIMITED TO SPECIAL, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES. __________________________________ SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE, RELATED TO DEFECTS IN THE SOFTWARE.

5.02 Developer agrees to limit its warranty to its sublicensees so as not to increase __________________________________s liability beyond that set forth herein and indemnifies and holds harmless __________________________________ from any claim or liability except as expressly set forth in this Agreement.

6. Trade Names, Trademarks, Markings.

6.01 _______________. Developer may use the __________________________________ name and display __________________________________ trademarks solely to identify and market Products (i) to indicate on stationery and business cards that Developer is an authorized distributor of Products, and (ii) on marketing materials approved by __________________________________. No other use of the __________________________________ name or trademarks is authorized without the express written consent of __________________________________. Developer shall not alter or remove any human or machine readable trade name, trademark or other identification marks, symbols or labels from Products.

6.02 “__________________________________Code. Developer acknowledges that “__________________________________Code” is a trademark of __________________________________ and all right, title and interest therein are, and shall at all times remain, the sole and exclusive property of __________________________________. Developer shall not use such name except in connection with the marketing of Application Programs. No rights in such name are granted by this Agreement, except as expressly set forth herein.

6.03 Markings. Developer agrees to legibly acknowledge on each Application Program containing any Product, and documentation related thereto, that such Application Program includes __________________________________Code with a legend substantially similar to:

This product includes program development routines of ______________________________ Code, a proprietary product of __________________________________, Inc.

OR

6.03 Markings. Developer agrees to place the [__________________________________ trademark,] __________________________________ logo [and its “[desired slogan]” slogan] on each Application Program containing any Product in the size and at the locations as mutually agreed by the parties prior to release of such Application Program. Notwithstanding the foregoing, The [__________________________________ trademark,] __________________________________ logo [and slogan] shall (i) appear at each location at which Developers [trademark or] logo appears and (ii) be at least as large as, and be positioned as prominently as, the marks of Developer or any other third party trademark or logo display. __________________________________ hereby grants to Developer a nontransferable, non-exclusive, royalty-free license and right during the term of this Agreement to use its [trademark,] logos [and slogan], as approved by __________________________________, for the purposes of branding of Application Programs. If __________________________________ changes its logo [or slogan] and notifies Developer of such change, Developer shall promptly modify its use of such __________________________________ logo [or slogan].

7. Confidentiality.

7.01 Developer acknowledges that the Products and Proprietary Data, and the concepts embodied therein, are and shall remain the sole property of __________________________________; and Developer agrees that Developer, its sublicensees and its customers, shall neither have nor acquire any proprietary interest or other right to Products and Proprietary Data other than the right to use granted hereby. Under no circumstances shall Developer decompile, or permit others to decompile, the object code portion of the Products to a Source Code version.

7.02 Developer agrees not to use the Products and Proprietary Data except in accordance with the terms of this Agreement and the User License included with each Product. Further, Developer agrees to protect the proprietary information contained in the Product and Proprietary Data to the same extent that Developer protects its own confidential or proprietary information.

8. Term and Termination.

8.01 Term. This Agreement shall be effective as of the date first set forth above and, unless otherwise terminated in accordance with the provisions hereof, shall remain in effect for a term of ___ years. Thereafter, this Agreement shall be automatically renewed for consecutive ___ year terms if Developer is not in breach of this Agreement at the time of such renewal, unless terminated by either party by written notice delivered at least ______ days prior to the end of the then current term.

8.02 Early Termination. If Developer shall (i) be in breach, in any material respect, of any of its obligations hereunder, (ii) become insolvent or unable to pay its debts as and when due, (iii) make an assignment for the benefit of creditors, or (iv) file for protection under bankruptcy or similar laws, then in any such case, __________________________________ may terminate this Agreement by sending written notice to such effect to Developer at least ____ days prior to the effective date thereof. Such termination shall be effective on the date set forth in the notice, unless Developer cures such default or breach within such notice period. Such right of termination shall be in addition to and shall not prejudice any other rights or claims that __________________________________ may have against Developer. For the purposes of this Section 8.02, failure by Developer to (i) make payments as provided in Section 4, or (iii) adhere to the requirements of Sections 5.02, 6, 7 and 9.04 shall be deemed a material breach of its obligations hereunder.

8.03 Consequences of Termination. The parties shall not, by reason of the termination of this Agreement for any reason, be liable to each other for compensation or damages for present or prospective loss of business or profits, goodwill, creation of clientele, salaries, expenditures, investments or commitments made in connection herewith. Upon the termination of this Agreement, howsoever:

(i) __________________________________ will fill such orders as have been accepted by __________________________________ and the Developer shall accept the Products subject thereto and pay the purchase price therefor in accordance with the provisions of this Agreement; and

(ii) Developer shall return to __________________________________ at Developers expense, all __________________________________ furnished Proprietary Data except for that data specifically required to service and maintain installed Products, and cease to use same for any other purpose.

8.04 Survival. The provisions of Sections 5, 6, 7 and 9.04 shall survive the term of this Agreement, until the expiration of all patents, copyrights trademarks and trade secrets related to the Products or Proprietary Data. Termination of this Agreement shall not terminate any sublicenses validly granted hereunder prior to the effective date of termination of this Agreement to third parties who are not affiliates of Developer provided the purchase price and/or royalty related thereto is or has been promptly paid.

9. Miscellaneous.

9.01 Independent Contractor. Developer shall be deemed an independent contractor hereunder and, as such, Developer shall not be nor hold itself out as an employee or agent of __________________________________. Developer acknowledges that it does not have any authority to act for or in the name of __________________________________ or to commit __________________________________ in any manner whatsoever.

9.02 Non-assignability. Neither this Agreement nor any rights or obligations hereunder shall be assignable, in whole or in part, by operation of law or otherwise without the prior written consent of the other party, except that __________________________________ may assign this Agreement without Developers consent to a parent or wholly owned subsidiary or in connection with a transfer of all or substantially all its assets or capital stock. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the successors and assigns of the respective parties hereto.

9.03 Notices. Unless otherwise specified in this Agreement, all notices required hereunder shall be in writing and shall be dispatched by prepaid first class mail, commercial express carrier (such as Federal Express, UPS, DHS, etc.) to the addresses of the respective parties first set forth in this Agreement or via facsimile transmission that confirms message receipt. Either party hereto may change its address for the purposes of this Agreement by giving the other party written notice hereunder.

9.04 Compliance with Law. Each of the Parties agrees to comply with all applicable laws and regulations of appropriate governmental bodies in the performance of this Agreement, including regulations related to the exportation of technical data, technology or products from the U.S.A.

9.05 Enforcement. This Agreement shall be construed in accordance with the laws of the State of __________ and Developer agrees to accept venue and submit to the exclusive jurisdiction of the courts therein [in ________  County, __________ [state]]. If any provision of this Agreement shall be held invalid, illegal or unenforceable, the remainder of this Agreement shall remain valid and enforceable. Any waiver by any party of any provision or breach of any provision of this Agreement must be in writing. The failure of either party to enforce at any time any provision hereof shall not be construed to be a waiver of the right to enforce such provision or of the provision itself.

If either party deems it necessary to bring suit or retain an attorney to enforce its rights under this Agreement, the prevailing party in such dispute shall be entitled to recover from the other party, in addition to any judgment or award, reasonable attorneys fees and court costs related to such dispute.

9.06 Entire Agreement. This Agreement contains the entire understanding between the parties hereto with respect to the subject matter hereof and supersedes any and all prior contracts, agreements and understandings. In the event of any conflict between a provision of this Agreement and any catalog, purchase order or other document with respect to __________________________________ or the Products, this Agreement shall control. This Agreement can be altered, amended or varied only by a written document signed by both parties.

9.07 Counterparts. This Agreement may be executed in counterparts, all of which shall be enforceable, and together shall constitute a single instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the date first above written.



CORPORATION

DEVELOPER

By:  
_____________________________________
By:  
_____________________________________
Title  
_____________________________________
Title  
_____________________________________


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