涉外合同范本之分销协议(英文)

1、RESELLER AGREEMENTThis Agreement made and entered into by and between:ABC Pty Limited(“ABC”) with a place of business atAND (the Reseller)RecitalsA.ABC is the creator, developer and owner of Intelligent Surveillance SoftwareB.ABC wishes to develop sales of its technology in certain countries.C.The R

2、eseller s experienced and knowledgeable in the sale, promotion andservice of such systems to its customers.D.ABC and Reseller now wish to establish the terms and conditions of theirrelationship to collaborate in the sale of such systems to end user customers in certaincountries.DefinitionsUnless oth

3、erwise expressly stated in this Agreement, the following terms shall have thefollowing meaning:ABC means ABC Pty. Limited is a company that wishes to be a Reseller for ABC systems.System(s) means relevant components, subcomponents or sub-assemblies, computers,peripheral equipment and computer progra

4、ms constituting the System. The Reselleracknowledges that the functions and/or specifications of the System may be changed ormodified by ABC at any time.Software means related computer programs developed by ABC or licensed to ABC fromthird party as furnished to the Reseller under this Agreement whet

5、her or not bundled into atotal System.s software andDocumentation means related written materials compiled, edited and published by ABCand provided to the Reseller including System(s) specifications, flow charts, diagrams, usersguides, technical manuals and other written data pertinent to the System

6、.Territory means the country(s) or geographical area(s) or market segment(s) whereReseller is authorised to sell, market and service the System to its customers.ABCs Identifying Mark(s) means the trademarks, service marks, logos, tradename and/ortype numbers or model numbers designed, used or adopte

7、d by ABC whether or not appliedfor registration or registered within the Territory.“Quarter”means financial qutearrs of the calendar. ABCs financial year starts on the first ofJuly. For example, the first quarter is from 1 July to 30thSeptember.1.APPOINTMENT1.1.ABC hereby appoints Reseller as non-ex

8、clusive Reseller in the Territory and Resellerhereby accepts such appointment to offer for sale, promote, market and service the Systemdescribed inSchedule Ain the Territory Described inSchedule Bunder the terms andconditions of this Agreement;1.2.ABC grants to Reseller and any Reseller-related enti

9、ty created within the Territory theright to on-license the Software to end user customers and perform obligations under thisAgreement; the appointment does not include any authority for Reseller to contract with anyentity on behalf of ABC. A Reseller-related entity is defined as one in which the Res

10、eller hasmore than 50% direct ownership.1.3.Reseller and ABC are not related as employer/employee or as partners. Reseller willnot hold itself out as being so;1.4.The Reseller will advise ABC of its primary prospects and ABC agrees to makereasonable attempts to prevent sales channel conflict within

11、the Territory.1.5.Reseller shall have the right to translate into local language ABC marketing and othermaterial but shall be required to obtain the approval of ABC prior to releasing the same. Suchapproval will not be unreasonably withheld. The copyright on all material related to theproduct will c

12、ontinue to reside with ABC.2. TERM OF AGREEMENT2.1.This Agreement shall continue in effect for a period of one (1) year from the date of itsexecution and will be subject to annual review thereafter from year to year unless eitherParty shall give the other ninety (90) days written notice to terminate

13、, or unless terminatedpursuant to Clause 9 hereunder.3.RESPONSIBILITIES3.1.ABC agrees to:a.Provide Reseller with training in the form of a training video and documentation and sales assistance in the formof recommended retail pricing, updates on the competition and information on future product dire

14、ctions;SeeSchedule Cb.Make available upon signing this Agreement any presentation or sales and marketing support material that areavailable to properly sell the System and provide copies of any certificates, approvals, standards compliance andperformance ratings obtained from relevant testing and/or

15、 licensing authorities as applicable;c.Properly package and deliver the Systems FOB in Sydney, Australia or Toronto, Canada to the Reseller (if theReseller is purchasing entire systems) upon receipt of payment from Reseller. Delivery can be provided at otherlocations for an appropriate fee.d.Provide

16、 the Reseller with access to the Software and instructions for its installation if the Reseller has agreed toprovide its own Systems for running the Software;e.Provide presales consultation and support for up to 12 hours at no charge (other than directly incurred expenses)and thereafter at the then

17、published professional services rate;f.Provide 2ndLevel of Support as described inSchedule E.g.Provide the Reseller with periodic updates on the product and its directions.3.2Reseller agrees to:a.Represent ABC in the Territory compliant with local laws, including any relevant export laws, and consis

18、tent withABCs business ethics, style and image;b.Bear the cost and responsibility for obtaining any necessary governmental agency approvals and certificationsfor the System that may be required within the Territory beyond those that are already provided by ABC.c.Translate or bear the cost of transla

19、tion of any technical or sales material that may be required to be translatedfor sales within that territory.d.Actively market the system. Reseller will develop and agree with ABC on a Marketing Program within 3 monthsof signing this agreement and on a six monthly basis thereafter. Reseller commits

20、to implement the agreed program.e.Ensure installation and support personnel are suitably skilled and trained to install and support the Systems andprovide resellers and customers with adequate training and instruction on the proper use of the System;f.Provide 1stlevel support, respond to customer in

21、quiries and issues and provide assistance and information onthe System as required;g.Directly contract with the supplier of the hardware and computer systems for hardware maintenance unlessthese are purchased from ABC.h.Purchase and maintain at least one system for demonstration for each location wh

22、ere the product will be sold.i.Commit to train the entire sales organisation (including all new sales personnel who are engaged during theterm of the agreement) and provide update training on a six (6) monthly basis on the sale and use of the product.Alternatively, commit to dedicate at least one sa

23、les person to the sale of ABCs systems per location wherethe product is to be sold. A committed sales person may sell other products as long his sales goals/quota requiresthat at least 40% of meeting his sales goal/quota is achieved through the sale of ABC systems.j.Ensure that customers clearly und

24、erstand the specification of the technology and its appropriate usage;k.Pay for all systems, software and services as per agreed payment terms;l.Submit regular progress and sales forecast reports as appropriate or agreed, but at least on a quarterly basis;m.Provide updates on a quarterly basis of sa

25、les made and opportunities, and provide reasonable access to allinformation related to the above upon request;n.Comply with reasonable directions of ABC from time to time relating to the sale of the System.o.Ensure that the system is always sold as an aid to the security officer and not as a replace

26、ment. This Agreementwill not create any right or cause of action for any third party, nor will ABC be responsible for any third party claimagainst Reseller. Reseller will indemnify ABC and its officers against any claim or action from third parties arisingfrom the use of the product.3.3Both parties

27、agree to:a.Hold in confidence during the Terms of this Agreement, and at all times thereafter, any and all information of aconfidential nature regarding the business or affairs of the other Party; For the avoidance of doubt ABC price list andthis Agreement are confidential.b.Act in a professional ma

28、nner and co-operate with each other in the spirit of mutual trust;c.Nominate a point of contact for the administration of this Agreement and a point of contact for the purposes ofsales, marketing and technical support of the System;d.Establish a joint process for ensuring the proper licensing of the

29、 software;4. PRICE AND PRICE PROTECTION (Omitted)SOFTWARE LICENSING AND WARRANTIES5.1.ABC represents that it has the full rights and/or authority to distribute, license and/or sublicense the Software.ABC grants the Reseller, its resellers and distributors the right to sub-license the Software to end

30、-users subject to theterms and conditions of this Agreement. Reseller agrees to cause its customers to sign an end user licenseagreement with substantially similar terms and conditions to those listed inSchedule F.5.2.ABC software license is required to operate the security analytics. License is iss

31、ued as appropriate for use byABC and is annually renewable as part of the Software Subscription and Support Services.5.3.All Software shall be in object code form only. Reseller shall not reverse compile, reverse engineer or use anyother manual or electronic methods to access or identify the source

32、code of the Software. Reseller further warrantsnot to reproduce, modify, enhance, adapt, update and/or upgrade the Software in any way whatsoever except asexpressly agreed to by ABC;5.4.Reseller agrees that any and all adaptations, modifications, updates, upgrades and enhancements made, ifany, shall

33、 be deemed as Work Under Contract and all ownership and rights pertaining to such changes shallexclusively vest with ABC;5.5.Reseller shall use and/or distribute the Software strictly under ABCs identifying marks, Software versionnumber and/or any relevant literature in the manner as originally affi

34、xed or attached. Reseller shall clearly displayand indicate, in all copies of Software and pertinent Documentation, the copyright notice, ownership and/or any5.relevant literature in the manner as originally published; if the Reseller wishes to brand the product in its own namethe section on Brandin

35、g (6.0) shall override this clause.5.6.ABC warrants its Software against defects defined as the software not meeting the specifications provided.ABC will use its reasonable efforts to correct any such defects. Notwithstanding such reasonable efforts ABC doesnot represent or warrant that all defects

36、will be corrected until the next release of the software;5.7.Reseller shall not make any special warranties or representations to its customers, with respect to theSystems, or make any warranties or representations which extend beyond those made by ABC;6. BRANDING6.1If the Reseller wishes to Brand t

37、he product under his own brand he may doso on paying the premium provided for in the price list.6.2In using his own Branding the Reseller must addlogos and documentation.6.3In documentation, where copyright and patent notices are provided for, Reseller must acknowledge ABCspatents and copyright.powi

38、netroedalbl yABC7.1 The software requires a very specific computer platform for its operation. If Reseller decides to use a platformother than the one specified it must first have the computer platform tested by ABC to ensure compatibility.7.2ABC cannot guarantee that subsequent versions or updates

39、of the product will operate on a platform otherthan the one specified and Reseller must have each version tested by ABC to ensure compatibility.7.3ABC agrees to provide the testing service required in 7.1 and 7.2 above for a fee to be agreed at the time.8.LIMITATION OF LIABILITY8.1.Except as require

40、d by law, ABC is not liable for any actual direct loss arising out of negligence or breach of thisAgreement. In no event shall ABC be liable for any lost profits or consequential damages, including, indirect,incidental, special, or consequential or any other types of damages arising out of the sale

41、of ABCs Sys9.TERMINATION9.1.The Agreement hereby created may be terminated:a.by an agreement in writing duly signed by the Parties hereto; or,b.by either Party at will, with or without cause, upon not less than ninety (90) days notice in writing after the initialperiod of twelve (12) months.c.by ABC

42、 if Reseller fails to make a committed payment on the due date.d.by either party if the other party commits a material breach of the agreement and if upon notification of thatbreach, it is not rectified by the other party within 30 days of notification of the breach.9.2.Rights on TerminationAll righ

43、ts granted to the Reseller under this Agreement shall cease on termination of this Agreement. The obligationsfor payment of amounts owed, confidentiality andrdindemnification against claims by 3parties shall continue indefinitely.9.3.Notice for TerminationThis Agreement may be terminated at any time

44、 in the event of any breach by Reseller of any of the terms, conditionsor obligations of this Agreement or in the event of other acts of Reseller that will seriously or adversely affect theoverall sales of ABCs Systems. In this situation ABC will give Reseller written notice of the issue and Reselle

45、r mustrectify the breach within fourteen (14) days to avoid termination of the agreement except where the breach relates tofailure to make a payment related to the committed volume on the due date in which case agreement will be deemedto be terminated on the date that the payment was due.9.4.Sales A

46、fter TerminationThe acceptance of any order from or the sale of any Systems after the termination or expiration of this Agreementshall be subject to the terms of this agreement but shall not be construed as a renewal or extension thereof or as awaiver of Termination.9.5.Licenses previously purchased

47、 by Reseller7.COMPUTER PLATFORMLicenses previously purchased by Reseller and held as unsold inventory may continue to be on-sold by Reseller fora period of 90 days after termination of this agreement.9.6.No Liability for TerminationABC shall not, by reason of Termination or non-renewal of this Agree

48、ment is liable to the Reseller for compensation,reimbursement or damages on account of the loss of prospective profits on anticipated sales, or on account ofexpenditures, investments, or commitments in connection with the business or goodwill for Reseller, or otherwise.9.7.Trade Marksa.Reseller here

49、by acknowledges ABCs name and trade marks as the property of ABC. Reseller shall not in anyway do anything to infringe upon, harm, or contest the rights of ABC in the trade marks or in any other mark or name.Reseller shall not place any name or mark, other than the names and marks originally appeari

50、ng thereon without theprior written approval of ABC, on any Systems or packages or other materials which Reseller obtains from ABC;b.If the Reseller uses with ABCreemenst, agny of ABCs trade marks, or anyother mark or name he agrees that any goodwill arising from such use by Reseller shall revert to

51、 ABC in the eventthat this Agreement is terminated for any reason, or expires; and,c.Reseller shall promptly discontinue all use of ABCs trade marks upon termination of this Agreement.9.8.Return of PropertyAll ABC samples, demonstration equipment, demonstration software, sales instructions, price li

52、sts, data sheets,blueprints, advertising matter and any other data pertaining to ABC or its customers, that may be furnished by ABC toReseller shall remain the property of ABC and must be returned to ABC upon termination or expiration of thisAgreement.10.MEDIATIATIONAny dispute or difference whatsoe

53、ver arising in conjunction with this Agreement which cannot be satisfactorilyresolved by the Parties themselves shall be subject to mediation before recourse is taken to the Legal System.11.MISCELLANEOUS11.1. AssignmentThis Agreement is not assignable or transferable by Reseller in whole or in part,

54、 except with the written consentof ABC however Reseller may appoint resellers or sub-agents or distributors for the sale of ABC Systems or software.11.2. NoticesAny notice given or required as contained in this Agreement shall be in writing to the then current address ofABC or Reseller, or to such o

55、ther address as either party may have last designated in writing. Notices by email areacceptable as long as a read receipt has been attached.11.3.Relationship of PartiesThe parties hereto agree that Reseller shall operate as a business representative but not as an employee of ABC.Reseller has no express or