Software Distribution License

Software Distribution License Template for United States

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Key Requirements PROMPT example:

"I need a Software Distribution License for my AI analytics software that will be distributed across North America, with specific provisions for revenue sharing and technical support requirements, planned to commence from March 2025."

Document background

The Software Distribution License serves as a critical legal framework for software companies looking to expand their market reach through third-party distributors. This agreement, governed by U.S. law, is essential when a software owner wants to authorize others to sell, market, or distribute their software while maintaining control over their intellectual property. It includes detailed provisions for distribution rights, territory limitations, payment terms, and compliance requirements. The document is particularly important in the current digital marketplace where software distribution channels are increasingly complex and require clear legal parameters.

Suggested Sections

1. Parties: Identifies the licensor and distributor with full legal names and addresses

2. Background: Explains the context of the agreement and the parties' intentions

3. Definitions: Defines key terms used throughout the agreement including Software, Territory, and Distribution Rights

4. Grant of License: Specifies the scope of distribution rights, territories, and any restrictions

5. Term and Termination: Duration of the agreement and conditions for termination

6. Payment Terms: Details of fees, royalties, and payment schedules

7. Intellectual Property Rights: Ownership and protection of IP rights

8. Warranties and Representations: Standard warranties regarding software ownership and functionality

9. Limitation of Liability: Limits on parties' liability and indemnification provisions

Optional Sections

1. Marketing and Promotion: Requirements for marketing the software - include when specific marketing obligations are required

2. Support and Maintenance: Terms for technical support and updates - include when distributor is responsible for support

3. Source Code Escrow: Terms for source code protection - include when dealing with mission-critical software

4. Data Protection: Compliance with privacy laws - include when personal data is processed

5. Export Controls: Export compliance requirements - include for international distribution

Suggested Schedules

1. Schedule 1 - Software Description: Detailed technical specifications of the software

2. Schedule 2 - License Fees: Detailed fee structure and calculation methods

3. Schedule 3 - Territory Definition: Specific geographical areas covered by the agreement

4. Schedule 4 - Service Level Agreement: Performance metrics and support requirements

5. Schedule 5 - Acceptable Use Policy: Rules governing software use and distribution

Authors

Alex Denne

Head of Growth (Open Source Law) @ ��Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co

Relevant legal definitions

Agreement

Intellectual Property Rights
Territory
Effective Date

Confidential Information

Business Day
Force Majeure Event

Clauses

Relevant Industries

Technology
E-commerce
Financial Services
Healthcare
Education

Relevant Teams

Legal
Sales
Business Development
Information Technology
Finance
Compliance

Relevant Roles

Chief Technology Officer
Software Licensing Manager
Business Development Director
Legal Counsel
Channel Sales Manager
Commercial Director
Compliance Officer

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Software Distribution License Template for United States

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