/Docs/G/TechContracts/Distribution-Agreement/Form/0.md
| 2017.10.20 | = | |
| https://TechContracts.com/ | = | |
| THE TECH CONTRACTS HANDBOOK | = | |
| Cloud Computing Agreements, Software Licenses, and Other IT Contracts for Lawyers and Businesspeople | = | |
| Second Edition | = | |
| by David W. Tollen | = | |
| (ABA Publishing - Intellectual Property Law Section of the American Bar Association; 2015) | = | |
| Form Contract | = | |
| Software Distribution License (VAR) | = | |
| Value-Added Reseller / Distribution as Embedded Component; Provider (Vendor) -Friendly | = | |
| You may use the form contract below subject to the “Terms of Use” posted at http://techcontracts.com/privacy/. In addition to the Terms of Use, PLEASE READ THE FOLLOWING DISCLAIMER BEFORE USING THE FORM CONTRACT: | = | |
| NEITHER THE AUTHOR NOR THE PUBLISHER REPRESENTS THAT THE FORM CONTRACT BELOW WILL MEET YOUR SPECIFIC GOALS, PROTECT YOUR SPECIFIC INTERESTS, OR WITHSTAND CHALLENGES TO ITS LEGAL OR FACTUAL SUFFICIENCY. The form contract below is general in nature and may not be sufficient for a specific contractual, technological, or legal problem or dispute. THE FORM IS NOT PROVIDED WITH ANY GUARANTY, WARRANTY, OR REPRESENTATION AS TO QUALITY OR SUITABILITY FOR ANY PARTICULAR PURPOSE. Publication of the form does not constitute the practice of law and is not legal counsel or advice. Neither the author nor the publisher of The Tech Contracts Handbook, nor anyone affiliated with the book’s Website, is rendering a legal or other professional service. The form should not be relied upon as a substitute for consultation with an attorney. | = | |
| Note that this document uses Microsoft Word multi-level bullets/numbering for section numbers and cross-referencing features for section references. | = | |
| Please delete all text above the following dotted line, as well as the line itself and the page-break following it, before using this form. | = | |
| ------------------------------------ | = | |
| Doc.Ti | = | Var Distribution License Agreement |
| This.sec | = | This VAR Distribution License Agreement (this “Agreement”) is entered into as of {EffectiveDate.YMD} (the “Effective Date”) by and between {Provider.US.N,E,A} (“Provider”), and {Distributor.US.N,E,A} (“Distributor”). |
| Why.Ti | = | RECITALS |
| Why.sec | = | Provider provides a software application known as {LicensedSoftware.Name}, and the parties have agreed that Distributor will incorporate such software into its own product and distribute the combined product, operating as a “value-added reseller.” |
| That.sec | = | Therefore, in consideration of the mutual covenants, terms, and conditions set forth below, including those outlined on Attachments A and B (which are incorporated into this Agreement by this reference), the adequacy of which consideration is hereby accepted and acknowledged, the parties agree as set forth below. |
| Sec | = | {sec} |
| Def. | = | [G/TechContracts/Distribution-Agreement/Sec/Def/0.md] |
| License. | = | [G/TechContracts/Distribution-Agreement/Sec/License/0.md] |
| Trademark. | = | [G/TechContracts/Distribution-Agreement/Sec/Trademark/0.md] |
| Royalty. | = | [G/TechContracts/Distribution-Agreement/Sec/Royalty/0.md] |
| Support. | = | [G/TechContracts/Distribution-Agreement/Sec/Support/0.md] |
| Upgrade. | = | [G/TechContracts/Distribution-Agreement/Sec/Upgrade/0.md] |
| IP-Feedback. | = | [G/TechContracts/Distribution-Agreement/Sec/IP-Feedback/0.md] |
| Conf. | = | [G/TechContracts/Distribution-Agreement/Sec/Conf/0.md] |
| AuditLicensedSoftware. | = | [G/TechContracts/Distribution-Agreement/Sec/AuditLicensedSoftware/0.md] |
| Rep. | = | [G/TechContracts/Distribution-Agreement/Sec/Rep/0.md] |
| Indemnify. | = | [G/TechContracts/Distribution-Agreement/Sec/Indemnify/0.md] |
| LimitLiability. | = | [G/TechContracts/Distribution-Agreement/Sec/LimitLiability/0.md] |
| Life. | = | [G/TechContracts/Distribution-Agreement/Sec/Life/0.md] |
| Misc. | = | [G/TechContracts/Distribution-Agreement/Sec/Misc/0.md] |
| sec | = | |
| Def.Xnum | = | 1 |
| License.Xnum | = | 2 |
| Trademark.Xnum | = | 3 |
| Royalty.Xnum | = | 4 |
| Support.Xnum | = | 5 |
| Upgrade.Xnum | = | 6 |
| IP-Feedback.Xnum | = | 7 |
| Conf.Xnum | = | 8 |
| AuditLicensedSoftware.Xnum | = | 9 |
| Rep.Xnum | = | 10 |
| Indemnify.Xnum | = | 11 |
| LimitLiability.Xnum | = | 12 |
| Life.Xnum | = | 13 |
| Misc.Xnum | = | 14 |
| Note | = | hyperlink cross references. |
| = | [G/AgtForm/US/Frame/Distributor-Provider/0.md] | |
| = | [G/Z/ol/14] | |
| By.0.sec | = | IN WITNESS THEREOF, the parties have executed this Agreement as of the Effective Date. |
| Annex.Sec | = | AttachmentsATTACHMENT A{Annex.Trademarks.Sec} ATTACHMENT B{Annex.SoftwareSupport.Sec} |
| Annex.Trademarks.Ti | = | Provider Trademarks |
| Annex.Trademarks.1.Ti | = | Trademarks: |
| Annex.Trademarks.1.sec | = | [list Provider’s licensed trademarks] |
| Annex.Trademarks.2.Ti | = | Quality Standards: |
| Annex.Trademarks.2.sec | = | [list quality requirements for Value-Added Requirements] |
| Annex.Trademarks.3.Ti | = | Trademark Usage Policy: |
| Annex.Trademarks.3.sec | = | [list Provider’s requirements for publication and other use of trademarks] |
| Annex.Trademarks. | = | [G/Z/ol-II/3] |
| = | ||
| ATTACHMENT B | = | |
| Annex.SoftwareSupport.Ti | = | Licensed Software Support |
| Annex.SoftwareSupport.sec | = | [insert Provider support obligations] |
| Annex.SoftwareSupport. | = | [G/Z/ol/Base] |