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<FONT COLOR="#0000A0">Software Distribution Agreement</FONT>

See an extract (PDF)

Leading legal author:
Vincent Allard, attorney

This contract form applies when the Distributor, on an exclusive or non-exclusive basis, agrees to provide the Developer with physical and/or electronic distribution services for software products, in return for good and valuable consideration. This form comes with detailed specifications enabling the parties to crystallize easily and clearly the technical elements of their agreement. Here is the Table of Contents:

  • IDENTIFICATION OF THE PARTIES

  • PREAMBLE

  • OBJECT

    • Grant of the Right to Distribute the Software Products

    • Physical Distribution Within a Given Territory (OR: Market Segment)

    • Electronic Distribution Through the Internet

  • CONSIDERATION

    • Royalties

    • Physical or Electronic Invoicing Address

    • Terms and Conditions of Payment

  • SPECIFIC PROVISIONS

    • Representatives of the Parties

    • Electronic Communications

    • Obligations of the Developer

    • Obligations of the Distributor

    • Intellectual Property

        • Definitions

        • General Principle

        • Respect of Third Party Intellectual Property (By the Developer)

        • Respect of Third Party Intellectual Property (By the Distributor)

        • Physical Distribution License Granted to the Distributor (Software Products)

        • Electronic Distribution License Granted to the Distributor (Software Products)

        • Reproduction License Granted to the Distributor (Software Products)

        • Specific Conditions Regarding Reproduction of the Software Products

        • Translation License Granted to the Distributor (Software Products)

        • Specific Conditions Regarding Translation of the Software Products

        • User Sub-Licensees Granted to End Users (Software Products)

        • User License Granted to the Distributor (Trademarks)

        • Approval of Promotional and Advertising Items

        • Specific Undertakings of the Distributor

        • Consequences of Failing to Comply with Undertakings

        • References to Intellectual Property Rights and Credits

        • Right of First Refusal (Developer's Intellectual Property)

        • Right of First Refusal (Developer's Enterprise)

    • Confidentiality and Non-Disclosure Undertaking

    • Exclusivity Regarding the Physical Distribution of the Software Products

    • Exclusivity Regarding the Electronic Distribution of the Software Products

    • Exclusivity of the Distributor's Services

    • Undertaking Not to Compete

    • Reciprocal Undertaking Not to Solicit Personnel

    • Order Taking Through the Internet

    • Developer's Suggested Retail Price

    • Distributor's Purchase Orders

    • Sales Quotas to be Met by the Distributor

    • Relationship Between the Parties

    • Subcontracting

    • Additional Services

    • Quality Control and Tests of the Software Products in Accordance with the ISO 9126 Standard

    • Representations and Warranties of the Distributor

    • Representations and Warranties of the Developer

    • Training Provided by the Developer

    • Technical Support Provided by the Developer

    • Software Products Replacement Warranty

    • Security Defects, Operating Defects and Latent Defects

    • Revised or Updated Version of the Software Products

    • New, Expanded or Improved Version of the Software Products

    • Limitation of Warranty

    • Limitation of Liability

    • Clientele Developed by the Distributor

    • Personal Information Disclosed by the Distributor's Clients

    • Distributor's Books, Records and Vouchers

    • Verification by the Developer of Books, Records and Vouchers

    • Distributor's Reports to be Provided to the Developer

    • Transfer of Risks

    • Security Deposit

    • Other More Favourable Distribution Agreements

    • Interests

    • Change of Tax Rates or New Taxes

    • Collection Costs

    • Suspension of Purchase Order Processing in the Event of Failure to Pay

    • No Intermediary

    • Professional Fees Relating to this Agreement

  • GENERAL PROVISIONS

    • "Force majeure"

    • Severability

    • Notices

    • Headings

    • Schedules

    • No Waiver

    • Cumulative Rights

    • Entire Agreement

    • Amendments

    • Number and Gender

    • No Right to Transfer

    • Calculating Time Periods

    • Currency

    • Governing Law

    • Election of Domicile

    • Counterparts

    • Successors

    • Joint and Several Liability

    • Elapsed Time

    • Language

  • EFFECTIVE DATE

  • TERM

  • RENEWAL

  • TERMINATION

    • Grounds

    • Effects

    • Obligations of the Developer

    • Obligations of the Distributor

  • ACKNOWLEDGEMENT BY THE PARTIES

  • SIGNATURES OF THE PARTIES

  • SCHEDULE: SPECIFICATIONS

SAVE 30 TO 45%!
*** Computing 1 Kit (Development - Software)
*** Computing 2 Kit (Subcontracting - Software)
*** Computing 3 Kit (License and Assignment - Software)
*** Policies 1 Kit (Internet - Email - Computer)

This Jurifax product:

  • comes with a user guide;
  • may be downloaded right after the online approval of the credit card transaction, by clicking on the "Download Now" red button;
  • is compressed in .zip format in order to facilitate its download and may be decompressed with WinZip shareware;
  • is in Word for Windows 6.0 or higher;
  • is in English. It is also available in French.

By ordering this Jurifax product, you accept the terms and conditions of the Agreement with Jurifax.

All prices are in U.S. dollars.

3714EpadUS$34.99pad



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