A Software Exclusivity Agreement is crucial when a software owner wishes to grant exclusive distribution or commercialization rights to another party. This document establishes the terms under which one party receives exclusive rights to market, sell, or distribute software in specific territories or markets. Under U.S. jurisdiction, it must comply with federal and state antitrust laws, intellectual property regulations, and contract law principles. The agreement typically covers exclusivity scope, territory definitions, performance requirements, revenue sharing, and protection of intellectual property rights.
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1. Parties: Identification of the parties entering into the exclusivity agreement, including full legal names and addresses
2. Background/Recitals: Context of the agreement and relationship between parties
3. Definitions: Key terms used throughout the agreement, including Software, Territory, Exclusivity Period, etc.
4. Grant of Exclusivity: Core terms of exclusive rights, including scope and territory
5. Term and Termination: Duration of the agreement and termination conditions
6. Payment Terms: Financial considerations, including fees, royalties, and payment schedules
7. Intellectual Property Rights: Ownership and protection of IP related to the software
8. Confidentiality: Protection of confidential information exchanged
1. Performance Requirements: Minimum sales or performance targets that need to be met to maintain exclusivity
2. Marketing and Promotion: Requirements for marketing the software when the exclusive distributor has specific promotional obligations
3. Technical Support: Support and maintenance obligations for when ongoing technical support is part of the arrangement
4. Sub-licensing Rights: Terms for sub-licensing if permitted under the agreement
1. Software Description Schedule: Detailed technical specifications of the software
2. Territory Definition Schedule: Detailed description of geographical or market boundaries
3. Fee Schedule: Detailed breakdown of all fees, royalties, and payment terms
4. Performance Metrics Schedule: Detailed KPIs and measurement criteria
5. Support Service Levels Schedule: Technical support specifications and service level agreements
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