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  3. Software Distribution Agreement Template


Software Distribution Agreement

This software distribution agreement is entered into between [Sender.FirstName] [Sender.LastName] (Licensor) and [Client.FirstName] [Client.LastName] (Licensee).

This agreement shall be effective as of [Agreement.CreatedDate] and shall remain effective until it either expires or is cancelled in accordance with the terms below.

PandaTip: This agreement template is intended to serve as a binding contract between two companies- a software owner and a software distributor.

Terms and Conditions

The licensor has developed the software included in this software distribution agreement and the Licensee has expressed an interest to become a distributor of the software.

In consideration of these facts, the Licensor and Licensee agree to abide by the following terms for the duration of this software distribution agreement:

Sub License

PandaTip: This template restricts the company you are granting a license to distribute from passing that license on to any other organization.

Licensee shall not grant their right to distribution to any other party without prior written approval from the Licensor.

Should additional parties be approved as additional sub-distributors, those parties shall be bound by the terms of this software distribution agreement.

The Licensor shall maintain total ownership of all intellectual property related to the software being distributed. This is inclusive of any upgrades, symbols, copyrighted images and documents within this software distribution agreement.


The Licensor will release the software with all testing completed prior to the agreement date to the licensee.

The Licensor shall, to the best of their ability, keep all software related to this software distribution agreement up to date and operational throughout the term of this agreement.

Support and Training

PandaTip: This section of the template states that your company agrees to provide training and support to the distributor’s sales team. Additionally, you agree to provide after-sale support for the software.

The Licensor will, at the Licensee’s expense, provide on-site training for the Licensee’s support and sales teams.

The Licensee will remain responsible for all support needs resulting from the sale of the software.


PandaTip: The marketing section of this template allows the distributor to, at their expense, conduct advertising and other marketing activities to promote your software for purposes of generating sales.

The Licensee is solely responsible for any advertising costs associated with software distribution.

However, the Licensor may, at the Licensee’s sole expense, provide support for advertising services.

Any Licensee material used for advertising must be previously approved by the Licensor.


Prior to the initial release date the Licensor and Licensee shall enter into an escrow agreement that will accompany this software distribution agreement.


All fees regarding the above mentioned escrow agreement shall be split evenly between the parties.

Reseller Exclusivity

PandaTip: This template is intended to serve as an exclusive software distribution agreement, meaning that no other company will be allowed to compete with the distributor listed in this agreement for sales of the listed software. If you do not intend to enter into an exclusive distribution agreement, you can modify this section of the template to reflect that.

During the term of this agreement the licensor is in agreement not to sell or provide the software to any third party individuals.

As long as this software distribution agreement is in term these exclusivity rights will remain in effect and no third party shall be allowed to promote, sell, or distribute the software mentioned in this agreement.


PandaTip: As the software owner, you’re entitled to royalties for the software that your distributor sells. This template lists royalties at a 20% rate, but you can modify the language if your royalty percentage is higher or lower.

The Licensee shall pay royalties for the mentioned software on the 15th of each month during the term of this software distribution agreement.

The royalties will equal no less than 20% of all net revenues for each month.

The licensed product shall be considered sold as soon as the product is delivered, paid for, or billed.


The Licensee will be provided a global license to distribute, advertise, and market the software covered in this software distribution agreement..

This shall include any upgrades, changes, or enhancements done to the software during the term of this agreement.

The following software is governed by this agreement:

Source Code License Agreement Template1
(Insert Multi Line Text Field)

PandaTip: Use the template’s deliverables text field to specifically list all software being licensed to the distributor.


This software distribution agreement shall begin on [Agreement.CreatedDate] and will continue for a period of 12 months unless otherwise cancelled by the Parties.

This agreement shall not be extended past the expiration date without written approval from both parties.


Either party may terminate this agreement by providing written notice within 90 days of termination.

Upon termination of this agreement, the Licensee shall provide the Licensor with a termination report of all sums due to the Lessor under this software distribution agreement.

The Licensee will have no longer than 30 days from termination to produce this report.

The Licensor will be responsible for the continuation of support for any previous or future sales of the software.

Upon the termination of this report the Licesnsee shall return any and all software, documentation, as well as licenses.

If any software cannot be returned to the owner for any reason it shall be destroyed within 10 days of termination.


PandaTip: Once the template is customized to match your terms and conditions, you and the software distributor will be able to e-sign the final agreement and download a copy for your records.

Both parties are in agreement to all terms and conditions listed above in this software distribution agreement. By signing below, both parties acknowledge they have read all documentation included in this agreement.

Lessee Signature
Exclusivity Agreement Template1
Lessor Signature
Exclusivity Agreement Template1

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