This agreement is made and
entered into on ______________, 20__ by and between SoftSearch Inc., (the “Distributor”) and
_______________________________________, (the “Supplier”).
1.License
The
Supplier grants the Distributor a right and license to distribute the
Supplier’s software Products over the Internet and in all countries in the
world (except countries to which export or re-export of any Product is
prohibited by Canadian law or the laws of the country in which the Supplier’s
company is registered), subject to the terms of this Agreement.
Supplier
confirms that it has all rights, title, and interest in the Product or has
obtained the right to grant the licenses as set forth in this agreement.
2.Distribution
When the Distributor
places an order with the Supplier, the Supplier will have the Product
ready for pickup by the Distributor’s shipping company within 24 hours (1
business day).
The Supplier will
provide support to the End Users of the Software. Supplier will provide
any additional technical information, current maintenance documentation or
phone assistance that may be necessary to enable the Distributor to
effectively distribute the Product.
Supplier
shall provide Distributor with up-to-date descriptions and technical
details regarding each of the Supplier’s Products necessary to help End
Users make a purchase decision. As new releases, updates or revisions of
the Software are introduced by the Supplier, the Supplier shall provide
complete updated details. Direct additions and updates via the
Distributor’s website or delivery in other computer readable form such as
Email attachment is preferred.
Supplier shall
promptly notify the Distributor of any of the Supplier’s Products that
have been discontinued and are no longer available for sale.
3.Payments
The
Supplier will sell the Products to the Distributor at a discount of ___________
percentage off regular retail/suggested list price or as specified in attached
price schedule.
The
Supplier will pay the Distributor a percentage equal to half of that specified above
for any customization fees received from the client, for a period of twelve
months from the date of the client’s first purchase. Within 15 days of
receiving a payment from the client, the Supplier will forward these monies to the
Distributor.
The
Distributor will pay the Supplier on Net 30 terms for any purchases of the
Supplier’s Products by the Distributor.
The
Supplier will provide the Distributor a refund for Products returned to the
Supplier within 30 days. If the Distributor has a balance owing to the
Supplier, the refund will first be applied to the balance owing.
Distributor
will pay or require its End User customers to pay, all applicable taxes.
4.Finders Fee for Sales Leads Passed Directly to
Supplier
The Finder's Fee will be
______ % of the total value of sales by the Supplier to the client referred by
the Distributor.
In the case that a sales lead
provided by the Distributor is for a client that the Supplier is already
supplying that product to, the Supplier must provide evidence in the form of an
invoice to the Distributor within 2 working days.
If the lead is for products or services other than those that the client is
already obtaining from the Supplier, a finder's fee of ______ % will apply.
A sales lead will contain contact information of potential clients
who have expressed to the Distributor an interest in purchasing products and
services that the Supplier provides, and emailed to the email address
identified below.
Finder's Fees apply to the
total value of purchases by the client for a period twelve months from the date
of the client's referral and subsequent first purchase. Within 15 days of
receiving a payment from the client, the Supplier will forward the finder's fee
to the Distributor.
For any sales leads, lead
status reports will be sent by the Supplier to the Distributor each month.
5.Supplier’s Refund Policy
Both
the Distributor and the Supplier agree to promptly honor any bona fide refund
requests received from the End User according to the terms of the Supplier’s
Refund Policy identified here:
6.Defective Products
The
Distributor may return all defective products to the Supplier for full
replacement by the Supplier without cost. The Supplier will pay the applicable
shipping costs.
If
a replacement for the defective product is not available from the Supplier,
then the Supplier will fully refund all monies paid by the Distributor with
respect to the defective product(s).
7.Confidentiality
Each
party acknowledges and agrees that any information relating to the other
party’s business which is not generally known to the public is confidential and
proprietary information. Neither party will disclose the Confidential
Information to third parties without prior written agreement.
8.Supplier Trademarks
The
Distributor acknowledges that the Supplier Trademarks are trademarks and/or
service marks owned solely and exclusively by the Supplier, and agrees to use
the Supplier Trademarks only in selling, advertising and promotional materials
relating to the distribution of the Product.
9.Indemnification
Each
party will indemnify and hold the other harmless from any liabilities, damages,
and expenses of any nature, arising out of any acts or omissions of the
Indemnifying Party. The party claiming right of indemnification shall promptly
notify the other party (the “Indemnifying Party”) in writing of the claim and
shall allow the Indemnifying Party to control the defense and all related
settlement negotiations.
10.Limitation of Liability
Both
parties’ liability will be limited to direct damages and, except as provided above,
this liability will not exceed the amounts paid by Distributor to
Supplier.In no event will either party
be liable for incidental, special, or consequential damages (including lost
profits) suffered by the other party.
11.Term and Termination
This
Agreement will continue in effect unless terminated by either party on sixty
(60) days written notice.
The
Distributor will continue to be paid finders fee commissions on revenue
generated as a result of Distributor’s referrals for all sales leads passed to
the Supplier by the Distributor prior to the effective termination date (60
days after written notice).
12.General Provisions
Neither party will assign
this Agreement or rights without the prior written consent of the other,
which will not be unreasonably withheld; provided, however, that either
party may assign this Agreement to an entity which is an affiliate or
which succeeds by operation of law to, or otherwise acquires substantially
all of its assets, or into which the party is merged, and which assumes the
party’s obligations.
All notices will be in
writing and will be served at the address of the receiving party.
This Agreement is
governed by and construed in accordance with the laws of the Province of British
Columbia, Canada.
Each party is acting
as an independent contractor and not as an agent, partner, or joint
venture with the other party for any purpose. Except as provided in this
Agreement, neither party will have the right, power, or authority to act
or to create any obligation on behalf of the other.
If any term in this
agreement is determined by the courts to not be legally binding, the
balance of this agreement will remain intact.
The indemnification
and confidentiality obligations in the Agreement will survive the
termination of this Agreement.
The parties have read
this Agreement and agree to be bound by its terms, and further agree that
it constitutes the complete and entire agreement of the parties and
supercedes all previous communications. No representations or statements
which are not expressly stated herein will be binding on such party.
This agreement may be
amended from time to time by mutual consent in writing and signed by both
parties.
