NON-EXCLUSIVE SOFTWARE DISTRIBUTION AGREEMENT

This Non-Exclusive Software Distribution Agreement (hereinafter referred to as the “Agreement”) is made on [INSERT THE DATE ON WHICH AGREEMENT COMES INTO FORCE] (hereinafter referred to as the “Effective Date”) between:

[INSERT THE NAME OF THE PROVIDER],] having registered office at [INSERT THE ADDRESS OF THE PROVIDER] (hereinafter referred to as the “Provider” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns) and

[INSERT THE NAME OF THE DISTRIBUTOR], having registered office at [INSERT THE ADDRESS OF THE DISTRIBUTOR] (hereinafter referred to as the “Distributor” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns).

The “Provider” and the “Distributor” together shall be referred to as “Parties” and individually as a “Party”.

WHEREAS:

1. The Provider is the owner and developer of a software product [INSERT THE NAME OF THE SOFTWARE] (Hereinafter referred to as “Software”) and desires to enter into this agreement with the Distributor for the purpose of distributing the software.
2. The Distributor is engaged in the business of marketing, distributing and selling the Software products, and has the necessary expertise, resources to effectively market and distribute the software to distributor’s channel partners.
3. Parties mutually agree to the terms and conditions outlined in this Agreement, which governs the working relationship between the parties.
4. The parties are duly authorized and have the capacity to enter into this contract;
5. Both the parties affirm to understand the provisions contained herein and in case either party requires clarification as to one or more provisions, either party has had the right to seek clarifications or sought legal guidance.

NOW, THEREFORE, in consideration of the mutual promises contained herein and intending to, be legally bound, the Parties have agreed as follows:

1. DEFINITIONS
   1. "Provider" refers to the [INSERT THE NAME OF THE COMPANY], as the rightful owner of the software product.
   2. “Distributor” refers to the individual engaged in the distribution of the software.
   3. “Channel Partners” refers to the resellers and retailers and other intermediaries who are involved in the distribution of the software.
   4. ”Confidential Information" means any non-public information, data, documentation, trade secrets, know-how, or any other information disclosed by one party (Provider)to the other party (Distributor) in connection with this agreement , whether in written, oral, electronic, or any other form, and identified as confidential or which the Parties should reasonably understand to be confidential.
   5. “Intellectual Property” refers to any patents, trademarks, service marks ,trade names, copyright, trade secrets, know-how or other intellectual property rights, applications ,registrations mentioned in this agreement thereof.
2. TERM AND TERMINATION
   1. The term shall commence on the effective date hereof and shall continue for a period of [INSERT THE TERM OF AGREEMENT IN YEARS OR MONTHS], unless terminated earlier or extended as per the terms of this agreement.
   2. If either party materially breaches any provision of this Agreement and fails to cure such breach within [INSERT THE NUMBER OF DAYS WITHIN WHICH EITHER PARTY HAS OPPORTUNITY TO BREACH THE CONTRACT] after receiving written notice of the breach from the non-breaching party, the non-breaching party may terminate this Agreement by providing written notice of termination. In such cases, the non-breaching party shall not be liable for any damages resulting from the termination, except as provided in this Agreement.
   3. Either party may terminate this agreement immediately upon written notice if the other party becomes insolvent, files for bankruptcy, or ceases to conduct its regular operations.
   4. Upon termination of this agreement, the Distributor shall promptly cease all sales and distribution activities related to the software, return any remaining inventory of the software to the Provider, and discontinue the use of any trademarks, logo and intellectual property associated with the software.
3. SOFTWARE DESCRIPTION
   1. The Distributor agrees to market and distribute the following software [INSERT NAME OF THE SOFTWARE, PRICE QUALITY AND QUANTITY].
4. GRANT OF NON-EXCLUSIVE DISTRIBUTION RIGHTS
   1. Subject to the terms and conditions of this agreement, The Provider hereby grants the Distributor non-exclusive right to market, distribute and sell the software to channel partners within the territory specified herein [INSERT GEOGRAPHICAL LOCATION WITHIN WHICH THE DISTRITUTOR SHALL HAVE NON- EXCLUSIVE RIGHTS]. This right shall remain in effect for the duration of this agreement unless terminated earlier in accordance with the terms.
   2. The Provider reserves the right to grant distribution rights to any other third-party or entity during the term of this agreement.
5. ACCEPTABLE USE OF SOFTWARE
   1. The Distributor agrees not to;
6. Alter, damage or modify the software in any way, including but not limited to decompile or disassemble the software’s code. Additionally, the Distributor shall not create derivative works based on the software without prior written consent from the Provider.
7. Use the software for any illegal, fraudulent, or unauthorized purposes, nor shall it distribute the software in any manner not expressly authorized by the Provider.
8. Infringe upon any intellectual property rights of the Provider or any third-party in connection with the use of the Software.
   1. The Distributor agrees to use the software solely for the purpose of marketing, distributing, and selling to channel partners within the territory as outlined in this agreement.
9. SCOPE OF MAINTENANCE
   1. The Provider agrees to provide maintenance and support services for the Software, including but not limited to bug fixes, updates, patches, and technical support, during the term of this Agreement.
   2. The Distributor shall facilitate communication between the Provider and channel partners regarding maintenance and support issues.
   3. The maintenance services shall commence upon the Effective Date of this Agreement and shall continue for the duration of the Agreement, unless terminated earlier as provided herein.
10. SELLING OF SOFTWARE
    1. Distributor shall submit orders for the software to the provider in writing or through the designated system provided by the Provider. Each order shall specify the quantity of software requested, applicable pricing, and any other relevant details as required by the Provider..
    2. Distributor shall confirm the receipt of each order and shall fulfill orders in accordance with the terms and conditions of this agreement and the agreed-upon delivery schedule.
    3. Distributor shall be solely responsible for all contractual and commercial terms including but not limited to shipping, return costs, payment methods and terms, delivery dates, provided to the distributor’s channel partners. Provider shall not be held liable for any breach of non-performance between Distributor and Distributor’s channel partners.
11. OWNERSHIP AND TRADEMARK USAGE
    1. All right, title, and interest in to the software, will remain the exclusive property of the Provider and its licensors. The Software is protected by copyright, trademark, and other applicable laws. The Provider grants Distributor license to use the name of the Software or Software’s trademark or logo, and any other distinctive features of the software as per the Provider’s trademark usage guidelines.
12. PRICING AND PAYMENT
    1. The Provider shall determine the price of the Software and reserves the right to modify the prices at its own discretion. Any price changes will be clearly communicated to the Distributor.
    2. The Distributor shall pay the Provider [Percentage]% of the gross revenue generated from the sale of the Software. Payment for the software shall be made in accordance with the payment terms [MENTION PAYMENT TERMS] or as mutually agreed by both the parties.
    3. Distributor shall be responsible for all taxes, duties, and other charges associated with the purchases and sale of the software.
13. REPRESNTATION AND WARRANTIES
    1. Both parties represent and warrant that each Party has full power, authority and right to execute and deliver this Agreement, has full power and authority to perform its obligations under this Agreement, and has taken all necessary action to authorize the execution and delivery of this Agreement. No other consents are necessary to enter into or perform this Agreement.
14. PROVIDER’S OBLIGATIONS
    1. Provider agrees to provide the Distributor with necessary materials and support to facilitate the sale of the Software.
    2. Provider shall also ensure that the Software provided to the Distributor meets the agreed-upon specifications and quality standards. Additionally, the Provider shall promptly address any issues or concerns raised by the Distributor regarding the Software, and provide necessary updates or modifications as needed to maintain the functionality and performance of the Software.
15. DISTRIBUTOR’S OBLIGATION
    1. Distributor agrees to use its best efforts to market and distribute the Software to channel partners within the designated territory. This includes actively engaging in sales and distribution activities, providing accurate and timely information to potential channel partners about the Software, and maintaining a high level of service and support. Distributor agrees to maintain open communication with the Provider, responding to inquiries and notifications promptly and professionally.
    2. The Distributor agrees to adhere to all policies and guidelines set forth by the Provider and shall comply with all applicable laws and regulations related to distribution of the software.
16. INDEMNIFICATION
    1. Any material breach of this Agreement, or the negligence or willful misconduct of either party, the other party shall indemnify the other party and hold the other party harmless from and against any judgment, damage, liability, or expenses, including reasonable attorney’s fees, arising out of any claim with respect to the breach or alleged breach of such warranty of this agreement or such negligence or willful misconduct; provided that the other party shall have had sole control of the defense of any such action and all negotiations for its settlement or compromise; and, provided further, that no cost or expense shall be incurred for the account of the other party without its prior written consent.
17. CONFIDENTIALITY
    1. During and after the term of this Agreement, Distributor will hold in the strictest confidence, and take all reasonable precautions to prevent any unauthorized use or disclosure of Provider’s sensitive or Confidential Information, and Distributor will not (i) use the Confidential Information for any purpose whatsoever other than as necessary for the performance of the Services on behalf of the provider, or (ii)  disclose the Confidential Information to any third party without the prior written consent of an authorized representative of the Provider.
    2. Distributor agrees to protect the confidentiality of the Provider’s confidential information in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall the Distributor exercise less than reasonable care in protecting such Confidential Information.
    3. Distributor shall not use any confidential information directly or indirectly to procure a commercial advantage over the Provider or otherwise use any designs, ideas or concepts created by or belonging to the Provider’s Software without the express written consent of the Provider..
    4. Upon termination/ expiration whichever is earlier, the Distributor shall promptly return or certify the destruction of Confidential Information and all authorized copies thereof.
18. FORCE MAJEURE
    1. No failure or omission by the Provider or the Distributor in the performance of any obligation under this Agreement shall be deemed a breach of this Agreement or create any liability if the same arises on account of force majeure, which term shall include any event or cause beyond the control of the Provider or the Distributor, as the case may be, including but not restricted to natural disasters, acts or omissions of any government, or agency thereof, pandemic, social implications, or transportation embargoes, provided that the party relying on this Section shall forthwith after any such event give written notice to the other party of its inability to perform such obligation and the reasons therefore.  If force majeure continues for a period of more than two (2) weeks, without the parties hereto being able to develop an alternative satisfactory arrangement, then either party has the option of immediately terminating this Agreement.
19. APPLICABLE LAW
    1. This Agreement shall be governed by and constructed in accordance with the Laws, rules, orders and regulations of [INSERT THE COUNTRY WHOSE LAWS WILL BE APPLICABLE].
    2. The Parties shall resolve all disputes in connection with the validity or interpretation of this Agreement, unless otherwise expressly stated in the Agreement, in the following manner: 
    3. By direct negotiations between the Provider and Distributor.
    4. If negotiations between the parties are unsuccessful, the matter shall be referred to the competent court sitting at [INSERT THE STATE/COUNTRY WHICH SHALL HAVE EXCLUSIVE JURISDICTION IN CASE OF UNSUCCESSFUL NEGOTIATIONS] which shall have exclusive jurisdiction in all matters arising there from unless otherwise agreed between the Parties in writing.
20. NOTICES
    1. Any notice, request, demand, consent or other communication required or permitted under this Agreement shall be in writing and sent either via email on the email address as provided by the parties and shall be considered sent when the email is sent to the correct email address of the party or shall be given by personal delivery (including courier) by certified mail (confirmed by mail) addressed to the party for which it is intended at the address below and shall be deemed to be given on the day of delivery or transmission if within during normal business hours, or, if after business hours, on the next following Business Day, or if mailed by registered or certified mail, on the day which is seven (7) Business Days after such notice is mailed during normal postal conditions.  In the event of a postal disruption, any notice mailed will be deemed received on the seventh (7th) Business Day following resumption of regular postal service:
       1. If to the Provider: [INSERT EMAIL ID OR/AND ADDRESS OF PROVIDER]
       2. If to the Distributor: [INSERT EMAIL ID OR/AND ADDRESS OF DISTRIBUTOR]
    2. Either party may change its address/email address for notices and other communications upon notice to the other party in the manner aforesaid.
21. DISPUTE RESOLUTION
    1. The Parties shall endeavor to resolve any differences of opinion which may arise between them with respect to the provisions of this Agreement by negotiation between themselves personally or with the assistance of their attorneys and unless in the opinion of any party, acting reasonably, the matter in dispute is of such significant nature to warrant it being addressed otherwise, no party shall commence any public proceedings until the negotiations have failed to produce a resolution. In furtherance of the provisions of this paragraph, all Parties hereby agree to make themselves available on short notice and to negotiate promptly and in good faith, any matter any party may wish to negotiate.
    2. If, for any reason, such Dispute cannot be resolved amicably by the Parties, the same shall then be referred to and settled by way of arbitration proceedings in accordance with the Arbitration laws of [INSERT THE STATE/COUNTRY WHOSE ARBITRATION LAWS WILL APPLY] then in force.
22. MISCELLANOUS
    1. Modifications: Except as otherwise provided herein this Agreement shall not be amended or otherwise modified unless the modification or amendment is done in writing, signed and has been mutually agreed by both the parties.
    2. Language: The language of all communications between the parties pursuant to this Agreement, including notices and reports, will be English.
    3. Severability: If any provision of this Agreement shall, to any extent, be held to be invalid or unenforceable, it shall be deemed to be separate and severable from the remaining provisions of this Agreement, which shall remain in full force and effect and be binding as though the invalid or unenforceable provision had not been included.
    4. Entire agreement: This agreement along with all the Exhibits constitutes the entire understanding and agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties. This Agreement may be executed in identical duplicate counterparts, each of which shall be deemed an original, and both of which together shall constitute one and the same instrument. 
    5. No Waiver: Any failure or delay of any Party hereto in exercising any right or privilege with respect to this Agreement shall not be construed to be a waiver or to affect the validity of any part of the Agreement and shall not retrain any of the Parties to enforce any of the provisions of the Agreement.
    6. Amendments and Assignments:  Any amendments to this Agreement shall be made, only if, both Parties agree upon such amendment in writing. This Agreement shall not be assigned by either party without the express, written consent of the other party.
    7. Headings: The headings upon the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement, nor shall such headings otherwise be given any legal effect.
23. DECLARATION
    1. Each of the parties hereto covenant and agree to execute and deliver such further and other agreements, assurances, undertakings or documents, cause such meetings to be held, resolutions passed and by-laws enacted, exercise their votes and influence and do and perform and cause to be done and performed any further and other acts and things as may be necessary or desirable in order to give full effect to this Agreement.

IN WITNESS WHEREOF, the parties, intending to be legally bound, have each executed this agreement as of the effective date.

Signed, sealed and delivered on behalf of Provider

Name: [INSERT NAME/DESIGNATION OF SIGNING AUTHORITY OF PROVIDER]

Signature:

Date: [INSERT THE DATE ON WHICH PROVIDER SIGNS THE AGREEMENT]

Signed, sealed and delivered on behalf of Distributor

Name: [INSERT THE NAME/DESIGNATION OF SIGNING AUTHORITY OF DISTRIBUTOR]

Signature: 

Date: [INSERT THE DATE ON WHICH DISTRIBUTOR SIGNS THE AGREEMENT]