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Note it will be 'non-exclusive' if the Distributor has the right to distribute and may appoint another distributor in the Territory; 'exclusive' if the Distributor will not be appointing any other distributor but retains the right to co-distribute in the Territory; 'sole' means the Distributor retains no right to distribute in its own right and no right to appoint another licensee in the Territory.

Ensure this is clearly set out, ie. do not insert "N/A" or leave blank as this may subsequently become an issue of contention.

*What is the geographic area for which the distribution rights are being granted?

e.g South Africa or Cape Town or 15k radius from ......

This is for the definition of Commencement Date. If the agreement starts on the date the agreement is signed, insert 'the date of this Agreement'; note it is important to ensure this is inserted to avoid uncertainty. You may leave it blank when completing the template however it must be inserted prior to or on execution.

This is for the purpose of defining 'Term', at the end of which there will be an option to extend subject to certain conditions set out in the agreement.

Note it is likely that the Supplier will wish to end this agreement to coincide with a financial reporting cycle, in which case that date should be inserted eg. 30 June 20__, 31 December 20__.

This is preferable to inserting '6 months from the date of this Agreement' which may prove difficult to fit with fiscal reports.

*What is the initial period for this distribution agreement?

eg. 3 years from start date, or 30 June 20__

*How many days notice will the distributor provide prior to the expiry of the Term?

eg. 10 days or 4 weeks

Note that this template provides that in any event a separate licence is required and the form of that licence is attached as a Schedule.

*Is distribution to the end user contingent upon that user entering into a seperate Licence Agreement?

Yes No

Will this licence be between the Supplier and the customer or between the Distributor and the customer?

Supplier Distributor

If the licence will be between the Supplier and the Distributor, does the Distributor have the authority to sign the licence on behalf of the Supplier?

Yes No

*During the Term, is the Distributor permitted to distribute or sell software that is competitive with or similar in functionality to the Licensed Program?

Yes No

*Does the Distributor have the right to cancel a placed or accepted order in certain circumstances?

Yes No

Note: a royalty is a per-unit fee or lump sum payment payable when a licence to use the software is granted to a customer; a base fee is usually calculated on quantities bought from the Supplier

This is likely to be based on a percentage of gross receipts or net receipts and will take into account whether any distributor deductions are allowed. Note this is either vat inclusive or exclusive. 'Rand' is defined as South African Rand.

If a base fee is payable what is that base rate amount? Include the time frame within which it must be paid.

eg. R30 within 7 days of receipt of Tax Invoice, or R50 at end of each month/quarter.

*Within how may days of a request by the Distributor will the Supplier issue a Tax Invoice?

eg. 21 days

*Does the Distributor wish to permit the Supplier to have access to inspect its books of account and records on reasonable notice and at reasonable times?

Yes No

*If the Distributor modifies or otherwise deals with the software, will the intellectual property rights in any such modifications vest in the Supplier?

Yes No

Is the Distributor prepared to establish and maintain an IP register of all such copyright material?

Yes No

Is the Distributor prepared to hand over a copy of the IP register with source code and object code on the expiry or termination of the agreement?

Yes No

*If the Distributor creates marketing material/s, will the Distributor or the Supplier own the intellectual property in that material?

Distributor Supplier

*Is the Distributor or the Supplier providing the packaging for the product?

Supplier Distributor

Does the Supplier require these materials to be submitted to it for approval prior to release?

Yes No

*At the end of the Term, will the Distributor hold the goodwill in the Licensed Program on trust for the Supplier and any new distributor to be appointed?

Yes No

*Is the Distributor permitted to appoint an agent or sub-distributor without the Supplier's consent?

Yes No

*Is the agreement conditional upon the Supplier arranging for a performance guarantee provided in favour of the Distributor?

Yes No

*Is the Supplier warranting that the software being supplied includes all current alterations, enhancements, modifications and upgrades?

Yes No

*Does the software include subsequent modifications, updates, and new releases by the Supplier?

Yes No

*How many days do the parties have to remedy a breach of the agreement after which time the other party will be entitled to terminate?

e.g. 21 days, 30 days, 20 Business days.

*In a termination for convenience clause, how many days/weeks/months notice is required to be given?

*Is the Distributor required to give an undertaking not to market, distribute or sell competitive software for a period after the end of the agreement?

Yes No

*Is each party giving a non-solicitation undertaking regarding the other party's employees and/or contractors for a period after the end of the agreement?

Yes No

This is for the purpose of completing a governing law clause. If the contract services will be conducted in more than one Province, we recommend the Province where the Supplier conducts its business be inserted.

Additional Clauses
*Enter additional clauses:
Remove

Is this agreement limited to a single extension of the Term or are ongoing extensions permitted/required?

Single Extension Ongoing Extensions

These should be clearly identified and are likely to include these types of items: software manual/s, reference sheets, training manuals, training CD Roms.

*What associated materials are being supplied?

If no materials are being supplied insert 'None'

*Within what time frame does the Supplier undertake to deliver after receipt of an order?

eg. 7 days

*Will you be attaching a copy of a proposed Software Licence Agreement to this Agreement?

Yes No

*What is the Distributor's address for delivery?

include Province, facsimile number and email if appropriate.

This address may be different to the delivery address and will be used for extension and termination notices, and general correspondence.

*What is the Distributor's address for service of notices?

include Province, facsimile number and email if appropriate.

*What is the Supplier's address for orders?

include Province, facsimile number and email if appropriate.

This address may be different to the address for orders and will be used for extension and termination notices, and general correspondence.

*What is the Supplier's address for service of notices?

include Province, facsimile number and email if appropriate.

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Software Distribution Agreement (Distributor)