Reselling software is a good opportunity to sell your software to a greater number of people, and to have your product bundled with other software products. An IT Reseller Agreement should both set out the terms of the relationship between the contracting parties and establish how the software can be distributed. As a reseller, you should make sure that you are comfortable with the terms of the agreement and the way in which you are able to resell the software.

Engagement Clause

Depending on the nature of the relationship, the engagement clause should set out your relationship and how the products can be resold, for example, can the reseller bundle the product with other products. If they are required to only use the distributor’s particular marketing material, how are updates to the software provided and how will the distributor notify the reseller of changes to the software? You should also set out the term of the agreement, for example, will the term be for 1, 2 or 5 years?

This clause should also set out the relationship between the distributor, the reseller and the client receiving the products. For example, will you provide support to both the reseller and the client or just the reseller? Also, is the reseller required to have its own support in place? If you require the reseller to undertake training, this clause should also set out who will pay for the cost of training and detail the training that you will require the reseller to undertake to sell and promote the product.

Are you a Distributor?

As a distributor, you should set out how your software can be automatically updated without notice to the reseller or client (if your software is able to updated in this manner). This clause should allow the distributor to discretionarily make upgrades available to the reseller and the client. As a distributor, you should be able to make sure that the software is working properly and you should be able to update or upgrade the software as required. The reseller is typically the primary point of contact for clients and will usually have their own contractual relationship with each client under the reseller’s own terms. As a distributor, you should also consider whether you require the clients using the software to sign up your own terms. This document will set out how the software can be used by the client. You may also request that in using the product the client must also agree to your software terms and conditions (a separate document to your IT Reseller Agreement), which sets out the terms upon which the distributor will grant the client a right to use the software.

Conclusion

If you’re unsure how to go about drafting your IT Reseller Agreement or you are a reseller and would like us to draft a client or sales T&Cs, then you should speak with an experienced IT Lawyer, preferably one with experience drafting IT agreements. At LegalVision, we draft IT Reseller Agreement on a regular basis, so if you’re in need of legal advice, contact us on 1300 544 755 and speak with one of our experienced Client Care team.

COVID-19 Business Survey
LegalVision is conducting a survey on the impact of COVID-19 for businesses across Australia. The survey takes 2 minutes to complete and all responses are anonymous. We would appreciate your input. Take the survey now.

About LegalVision: LegalVision is a tech-driven, full-service commercial law firm that uses technology to deliver a faster, better quality and more cost-effective client experience.

The majority of our clients are LVConnect members. By becoming a member, you can stay ahead of legal issues while staying on top of costs. For just $199 per month, membership unlocks unlimited lawyer consultations, faster turnaround times, free legal templates and members-only discounts.

Learn more about LVConnect

Need Legal Help? Get a Free Fixed-Fee Quote

If you would like to receive a free fixed-fee quote or get in touch with our team, fill out the form below.

Our Awards
  • 2019 Top 25 Startups - LinkedIn 2019 Top 25 Startups - LinkedIn
  • 2019 NewLaw Firm of the Year - Australian Law Awards 2019 NewLaw Firm of the Year - Australian Law Awards
  • 2020 Fastest Growing Law Firm - Financial Times APAC 500 2020 Fastest Growing Law Firm - Financial Times APAC 500
  • 2020 AFR Fast 100 List - Australian Financial Review 2020 AFR Fast 100 List - Australian Financial Review
  • 2020 Law Firm of the Year Finalist - Australasian Law Awards 2020 Law Firm of the Year Finalist - Australasian Law Awards
  • Most Innovative Law Firm - 2019 Australasian Lawyer 2019 Most Innovative Firm - Australasian Lawyer