The Software Distributor Agreement is essential for software companies expanding their market presence in Malaysia and Southeast Asia through third-party distribution channels. This document is crucial when a software owner wishes to authorize another party to distribute their software products while maintaining control over their intellectual property and ensuring compliance with Malaysian legislation. The agreement typically includes detailed provisions for licensing, territory definitions, pricing structures, support obligations, and performance requirements. It must comply with Malaysian legal frameworks, including the Contracts Act 1950, Copyright Act 1987, and Personal Data Protection Act 2010. The document is particularly important for international software companies entering the Malaysian market or local companies expanding their distribution networks, as it provides legal protection and clear operational guidelines for both parties.
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1. Parties: Identification of the software owner/supplier and the distributor, including full legal names and registered addresses
2. Background: Context of the agreement, brief description of the software, and the parties' intention to enter into a distribution arrangement
3. Definitions: Definitions of key terms used throughout the agreement, including 'Software', 'Territory', 'Intellectual Property Rights', etc.
4. Appointment and Territory: Terms of distributor appointment (exclusive/non-exclusive) and defined geographical territory
5. License Grant: Scope of distribution rights granted to the distributor
6. Intellectual Property Rights: Protection of IP rights, usage restrictions, and ownership declarations
7. Distribution Obligations: Distributor's core responsibilities, including marketing, sales targets, and customer support
8. Supplier Obligations: Supplier's responsibilities including software delivery, updates, and support to distributor
9. Financial Terms: Pricing, payment terms, currency, invoicing, and revenue sharing arrangements
10. Term and Termination: Duration of agreement, renewal terms, and termination conditions
11. Confidentiality: Protection of confidential information exchanged between parties
12. Warranties and Indemnities: Standard warranties, limitations of liability, and indemnification provisions
13. General Provisions: Standard boilerplate clauses including notices, assignment, governing law, etc.
1. Source Code Escrow: Include when source code escrow arrangements are required for business continuity
2. White Labeling Rights: Include when distributor has rights to rebrand the software
3. Training and Certification: Include when formal training programs or certification requirements exist
4. Data Protection: Include detailed data protection clauses when personal data processing is involved
5. Export Control: Include when software is subject to export control regulations
6. Localization Rights: Include when distributor has rights to localize the software
7. Competition Restrictions: Include non-compete clauses when exclusive distribution rights are granted
8. Insurance Requirements: Include when specific insurance coverage is required from distributor
1. Schedule 1 - Software Description: Detailed description of the software, including features, specifications, and system requirements
2. Schedule 2 - Territory Map: Detailed definition and/or map of the distribution territory
3. Schedule 3 - Price List: Pricing structure, discounts, and commission rates
4. Schedule 4 - Service Level Agreement: Support and maintenance service levels, response times, and escalation procedures
5. Schedule 5 - Marketing Guidelines: Brand guidelines, approved marketing materials, and promotional requirements
6. Schedule 6 - Performance Targets: Specific sales targets, KPIs, and minimum performance requirements
7. Schedule 7 - Technical Support Requirements: Technical support procedures, requirements, and escalation matrix
8. Appendix A - End User License Agreement: Standard EULA to be used with end customers
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