If you are a software developer looking to distribute your software to customers or partners, it is important to have a software distribution agreement in place that outlines the terms and conditions of the distribution. This document is essential for protecting your intellectual property rights and ensuring that all parties involved are on the same page regarding the usage and distribution of your software.

To help you get started, we have put together a software distribution agreement sample that you can use as a template for your own agreement.

Introduction

The introduction should include the names and addresses of the parties involved in the distribution agreement, as well as a brief description of the software being distributed. It should also state the purpose of the agreement and outline the key terms and conditions that will govern the distribution.

Grant of Distribution Rights

This section outlines the rights and obligations of the parties involved in the distribution agreement. It should specify the territories where the software will be distributed, the channels through which it will be sold, and any limitations on usage. It should also state the fees and royalties that will be paid to the software developer by the distributor.

Intellectual Property Rights

This section should outline the intellectual property rights of the software developer, including trademarks, copyrights, and patents. It should specify that the software developer retains all ownership and title to the software, and that the distributor has no right to modify or alter it in any way without the written consent of the software developer.

Warranties and Limitations of Liability

This section should outline the warranties that are provided by both parties, as well as any limitations on liability in case of damages or losses arising from the use or distribution of the software.

Confidentiality

This section should specify the obligations of both parties to maintain confidentiality of any information that is shared as part of the distribution agreement. It should also outline any restrictions on the disclosure of such information.

Termination

This section should outline the terms and conditions under which the distribution agreement can be terminated by either party. It should include provisions for notice, payment of fees, and resolution of any disputes that may arise.

Governing Law

This section should state the governing law that will be used to resolve any disputes arising from the distribution agreement. It should also specify the jurisdiction where any legal action or arbitration will take place.

Conclusion

In conclusion, a well-drafted software distribution agreement is crucial for protecting the intellectual property rights of software developers and ensuring a smooth distribution process. By including all the necessary terms and conditions in the agreement, both parties can have a clear understanding of their rights and obligations, allowing the distribution process to proceed smoothly and efficiently. Use our software distribution agreement sample as a starting point for your own agreement and ensure that all parties involved are on the same page.