SOFTWARE RESELLER AGREEMENT

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

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

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

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

WHEREAS:

1. The Company owns a software product and desires to enter into this agreement with the reseller for the purpose of selling the software to end users.
2. The Reseller aims to enhance its market presence by selling the Company’s software to end users or customers.
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. "Company" refers to the [NAME OF THE COMPANY], as the rightful owner of the software product.
   2. “Reseller” shall refer to an individual or entity engaged in the selling of the software to end users.
   3. “End users” shall mean customers of the reseller who purchase the software for their own use.
   4. ”Confidential Information" means any non-public information, data, documentation, trade secrets, know-how, or any other information disclosed by one party (Company)to the other party (Reseller) 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. SCOPE OF SERVICES
   1. The Reseller agrees to provide marketing and selling of the Software to the end users in accordance with the terms of this agreement.
   2. The Reseller agrees to provide the following services to the Company [INSERT ANY OTHER SPECIFIC SERVICES TO THE RESELLER].
3. SOFTWARE DESCRIPTION
   1. The Reseller shall sell the following software [INSERT NAME OF THE SOFTWARE, PRICE QUALITY AND QUANTITY].
4. COMPANY’s OBLIGATIONS
   1. Company agrees to provide the Reseller with necessary marketing materials and support to facilitate the promotion and sale of the Software.
   2. Company shall also ensure that the Software provided to the Reseller meets the agreed-upon specifications and quality standards. Additionally, the Company shall promptly address any issues or concerns raised by the Reseller regarding the Software, and provide necessary updates or modifications as needed to maintain the functionality and performance of the Software.
5. RESELLER’’s OBLIGATION
   1. Reseller agrees to use its best efforts to market, promote, and sell the Software to end users within the designated Territory. This includes actively engaging in sales and promotional activities, providing accurate and timely information to potential customers about the Software, and maintaining a high level of customer service and support. The Reseller agrees to maintain open communication with the Company, responding to inquiries and notifications and agrees to handle customer inquiries and issues promptly and professionally.
   2. The Reseller agrees to adhere to all policies and guidelines set forth by the Company and shall comply with all applicable laws and regulations related to the sale of software.
6. GRANT OF LICENSE
   1. Subject to the terms and conditions of this agreement, The Company hereby grants the reseller a non-exclusive, non-transferable license to market, distribute and sell the software to end users or customers within the territory specified herein [INSERT GEOGRAPHICAL LOCATION]. This license shall remain in effect for the duration of this agreement unless terminated earlier in accordance with the terms.
7. ACCEPTABLE USE OF SOFTWARE
   1. The Reseller agrees not to;
      1. Alter, damage or modify the software in any way, including but not limited to decompile or disassemble the software’s code. Additionally the Reseller shall not create derivative works based on the software without prior written consent from the Company.
      2. Use the software for any illegal, fraudulent, or unauthorized purposes, nor shall it distribute the software in any manner not expressly authorized by the Company.
      3. Infringe upon any intellectual property rights of the Company or any third-party in connection with the use of the Software.
   2. The Reseller agrees to use the software solely for the purpose of marketing, distributing, and selling to end users or customers within the territory as outlined in this agreement.
   3. The Company reserves the right to charge the reseller for the services in near future if there is a significant change in the business model. Reseller agrees that Company reserves the sole right to change its business model and charge for the services being provided herein.
8. SCOPE OF MAINTENANCE
   1. The Company 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 Reseller shall facilitate communication between the Company and End Users regarding maintenance and support issues. The Reseller may provide first-level support to End Users as agreed upon separately with the Company.
   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.
9. SELLING OF SOFTWARE
   1. Reseller shall submit orders for the software to the Company in writing or through the designated online system provided by the Company. Each order shall specify the quantity of software requested, applicable pricing, and any other relevant details as required by the Company.
   2. Reseller 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. Reseller shall be solely responsible for all contractual and commercial terms including but not limited to shipping, return costs, payment methods and terms, delivery dates, after sale services provided to the customers. Company shall not be held liable for any breach of non-performance between reseller and customers or any third-parties.
10. OWNERSHIP
    1. All right, title, and interest in to the software, will remain the exclusive property of the Company and its licensors. The Software is protected by copyright, trademark, and other applicable laws. Nothing in these Terms gives Reseller a right to use the name of the Software or Software’s trademark or logo, or any other trademarks, logos, domain names, or other distinctive brand features relating to the software.
11. PRICING AND PAYMENT
    1. The Company 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 Reseller.
    2. The Reseller shall purchase the software from the Company at the prices established by the Company or as mutually agreed upon by both the parties. Payment for the software shall be made in accordance with the payment terms [INSERT PAYMENT TERMS] or as mutually agreed by both the parties.
    3. Reseller shall be responsible for all taxes, duties, and other charges associated with the purchases and sale of the software.
    4. The Reseller will provide a detailed statement of accounts relating to sales, refunds, returns, net payable amount to the Reseller and Company reserves the right to audit the Reseller’s pricing and financial records to ensure compliance with this agreement.
12. 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.
13. TERM AND TERMINATION
    1. The term shall commence on the effective date hereof and shall continue for a period of [INSERT TERM OF THE AGREEMENT], 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 NOTICE PERIOD TO TERMINATE THE AGREEMENT] 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 Reseller shall promptly cease all sales and distribution activities related to the software, return any remaining inventory of the software to the Company, and discontinue the use of any trademarks, logo and intellectual property associated with the software.
14. 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.
15. CONFIDENTIALITY
    1. During and after the term of this Agreement, Reseller will hold in the strictest confidence, and take all reasonable precautions to prevent any unauthorized use or disclosure of Company’s sensitive or Confidential Information, and Reseller 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 Company, or (ii)  disclose the Confidential Information to any third party without the prior written consent of an authorized representative of the Company.
    2. Reseller agrees to protect the confidentiality of the Company’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 reseller exercise less than reasonable care in protecting such Confidential Information.
    3. Reseller shall not use any confidential information directly or indirectly to procure a commercial advantage over the Company or otherwise use any designs, ideas or concepts created by or belonging to the Company without the express written consent of the Company.
    4. Upon termination/ expiration whichever is earlier, the Reseller shall promptly return or certify the destruction of Confidential Information and all authorized copies thereof.
16. FORCE MAJEURE
    1. Neither party shall be held liable for any failure or delay in performing its obligations under this Agreement if such failure or delay is caused by events beyond the reasonable control of the affected party, including but not limited to acts of God, natural disasters (e.g., floods, earthquakes, hurricanes), war, terrorism, riots, labour strikes, governmental actions, epidemics or pandemics, power outages, or other similar events ("Force Majeure Events").The affected party shall promptly notify the other party in writing of the occurrence of a Force Majeure Event, providing reasonable details of the event, its expected duration, and the steps being taken to mitigate its impact. Failure to provide timely notice may result in the affected party forfeiting its rights under this clause. If a Force Majeure Event continues for a period exceeding [INSERT THE NUMBER OF DAYS CONSTITUTING PERIOD EXCEEDING WHICH, IF THE FORCE MAJEURE CONTINUES, EITHER PARTY MAY TERMINATE THE AGREEMENT] days, either party may terminate this Agreement upon written notice to the other party without further liability, except for obligations accrued prior to the Force Majeure Event.
17. APPLICABLE LAW
    1. This Agreement shall be governed by and constructed in accordance with the Laws, rules, orders and regulations of [[INSERT THE COUNTRY/STATE OF APPLICABLE LAWS].
    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: 
       1. By direct negotiations between the Company and Reseller.
       2. If negotiations between the parties are unsuccessful, the matter shall be referred to the competent court sitting at [INSERT THE COURT 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.
18. 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 Company: [INSERT EMAIL ID OR/AND ADDRESS OF THE COMPANY]
       2. If to the Reseller: [INSERT EMAIL ID OR/AND ADDRESS OF THE RESELLER]
    2. Either party may change its address/email address for notices and other communications upon notice to the other party in the manner aforesaid.
19. 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. All disputes arising under this agreement shall be governed by and interpreted in accordance with the Arbitration laws of [INSERT COUNTRY/STATE OF ARBITRATION] , without regard to principles of conflict of laws. The parties to this agreement will submit all disputes arising under this Agreement to Arbitration in [INSERT COUNTRY/STATE OF ARBITRATION] before a single arbitrator .The arbitrator shall be selected by mutual agreement of the parties. The venue of Arbitration proceedings shall be [INSERT NAME OF COUNTRY AND CITY WHERE ARBITRATION SHALL BE CONDUCTED] No party to this agreement will challenge the jurisdiction or venue provisions as provided in this section. The decision of the Arbitrator shall be final and binding upon the parties.
20. 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.
21. DECLARATION
    1. The parties hereby understand and expressly agree to the provisions laid down in the present agreement and in good faith, undertake that both parties shall follow the terms of this agreement in good conscience in order to secure better growth of both the Parties.

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

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 Company

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

Signature:

Date: [INSERT SIGNING DATE OF COMPANY]

Signed, sealed and delivered on behalf of Reseller

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

Signature: 

Date: [INSERT SIGNING DATE OF RESELLER]