If you are buying, selling or marketing a software App you will probably need a distribution schedule.  A distribution schedule will set out all the terms and conditions of using the software.  It is an agreement made between the App creator or developer and the party selling, buying or market the App.

This article sets out the meaning of key clauses in App distribution schedules.  This article is intended for a person involved in the distribution or production of Apps to explain what is usually in an App distribution schedule and what to look out for when signing one.

For Starters

The distribution schedule will contain many terms which relate to the distribution agreement.  A distribution schedule actually forms part of a legally binding agreement between you and the other party.

Some distributions schedules go for many, many pages and cover a vast range of topics.  Distribution schedules often detail many of the practical issues for how the relationship will work.

Product Delivery

One of the most common issues which a distribution schedule will cover is how the product is delivered and what it actually comes with.  A good distribution schedule should state whether the App comes with all graphics, metadata, artwork, trademarks, images, trade names, logos and other descriptive or identifying data.

The schedule will often also address whether the product comes with downloads to fix bugs and whether there will be updates.

The idea of including this information is to make sure people know what they are actually buying.

Rights

Distribution schedules will also often contain a rights section.  This rights section will map out what you are legally purchasing – for example, it will detail whether or not there is a change of title in the products (will you own them or are you being granted a licence only).

Other things you need to look for are:

  • Is this an exclusive or non-exclusive agreement?
  • How will royalties work?
  • Are the rights revocable or irrevocable?
  • Are you allowed to collect analytics and can you enforce digital rights management?
  • Are you allowed to retain any of the product after the licensing period?
  • Are you allowed to sell other Apps?

Withdrawal

The distributor agreement needs to clarify under what circumstances you can withdrawal the App from your marketing or sales program.  Conversely, the distributor agreement should also specify when and how a developer can withdraw their App.  Notice periods and other procedural matters often apply in these provisions.

Other Issues

A distribution schedule should cover a range of other issues including:

  • Payment terms
  • Taxes
  • Termination
  • Pricing
  • Technical support

Conclusion

Distribution schedules are both very useful and complicated documents.  If you have a distribution schedule for your App and need it reviewed or need a distribution schedule drafted – consider speaking to a business lawyer or getting online legal advice.

Lachlan McKnight

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