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If you are looking to expand software sales by appointing a channel partner, this detailed template agreement covers the fundamental legal issues. The contents and a short extract are set out below.
1. Definitions
2. Terms of Appointment
2.1 Subject to Clause 2.2 below, Company appoints Channel Partner on a non-exclusive basis to act as its distributor for the Software in the Territory and Channel Partner accepts such appointment.
2.2 Company hereby grants to Channel Partner a non-exclusive licence in object code, subject to and in accordance with the terms and conditions hereinafter contained:
2.2.1 to license the Software to potential End-users using the End-User Licence subject to any minor variations which have no effect on Company’s legal position in a language fully understood by the potential End-User;
2.2.3 subject to prior written approval from Company, to appoint members of the Channel for the Territory on terms no less restrictive than the terms of appointment of Channel Partner herein, including without prejudice to the generality of the foregoing, Clauses 4.1.2, 4.1.3, 4.1.6, 4.1.7, and 4.1.11 but subject always to the following conditions:-
2.2.3.1 any act or omission of any entity forming part of the Channel shall for the purposes of this Agreement be deemed an act or omission of Channel Partner and Channel Partner shall be fully responsible therefor;
2.2.3.2 Channel Partner hereby indemnifies Halcyon and holds it wholly harmless in respect of any loss, damage, cost, expense or action which Halcyon may incur or face as a direct or indirect result of the actions or omissions of Channel Partner or its Channel.
2.2.4 to make available assistance to End-Users in relation to the Software for purposes including without limitation training and support.
2.3 Channel Partner undertakes to produce a form of End-User licence agreement which regulates the basis on which End-Users can use the Software and to ensure that the terms set out in Schedule 3 subject to any immaterial variations, are included in that licence in a language understood by the End-User. Channel Partner acknowledges that the indemnity set out at Clause 4.1.7 will, apply to the consequences of any failure to comply with this undertaking.
2.4 Channel Partner undertakes not to use any form of agreement other than the End-User Licence in relation to the provision of the Software to End-Users and undertakes to procure that its members of the Channel do likewise.
3. Duration
4. Channel Partner’s Obligations
5. Price and Payment
6. Delivery and risk
7. Limitation of Liability
8. Intellectual Property Rights
9. Warranties
10. Termination
11. Inspection
12. Relationship
You can view and discuss any of our template IT contracts at our offices by appointment and without charge.
For further information on the Channel Partner agreement please call Simon Halberstam on 020 3206 2781 or via email to simon.halberstam@smab.co.uk.