Drafting Software and Technology Reseller and Distributor Agreements: Best Practices for Negotiating Contracts
Payment Risks, Value Added Resellers, Mixed Models, Termination
Recording of a 90-minute CLE video webinar with Q&A
This CLE webinar will guide counsel on drafting and negotiating key contractual provisions in software and technology reseller and distributor agreements. The panel will discuss clauses to include in the agreements and strategies to avoid common contracting pitfalls.
Outline
- Drafting and negotiating key provisions in the agreements
- Scope of rights
- Territory, exclusivity, field of use
- Pricing restrictions
- Intellectual property
- Confidentiality
- Indemnification and limits on liability
- Noncompetition
- Compliance with U.S. export controls and the FCPA
- Payment models
- Payment risks
- Value-added resellers
- Mixed models
- Termination
Benefits
The panel will review these and other key questions:
- What are the key contract terms to include in software and technology reseller and distributor agreements?
- What should counsel include in an agreement to mitigate payment risks?
- How can counsel for software and technology suppliers and distributors best mitigate risk when drafting and negotiating the agreements?
- How is liability allocated between owners and resellers when a value-added reseller markets software?
- What are the most commonly disputed issues during contract negotiations, and what are effective strategies for resolving them?
Faculty
Jim E. Bullock
Partner
Johnston Clem Gifford
Mr. Bullock has over 20 years of experience solving business and legal issues. Having served as in-house counsel for... | Read More
Mr. Bullock has over 20 years of experience solving business and legal issues. Having served as in-house counsel for Computer Sciences Corporation and Sun Microsystems, and as general counsel/vice-president of operations for etalk Corporation, Mr. Bullock knows that business needs to get done. His clients include commercial and retail banks and other lenders, technology and broadcasting companies, manufacturers, real estate developers, and energy sector players. Mr. Bullock provides transactional support to the financial services industry, including loan documentation in a variety of contexts—commercial real estate, C&I, ABL, SBA, construction, project finance, and syndicated or participated loans, among others.
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John M. Neclerio
Partner
Duane Morris
Mr. Neclerio is co-chair of the firm's Technology Transactions, Licensing and Commercial Contracts Practice... | Read More
Mr. Neclerio is co-chair of the firm's Technology Transactions, Licensing and Commercial Contracts Practice Group. He regularly provides general business representation to software, consulting, Internet, e-commerce and technology companies and provides counsel to entities that are licensing or acquiring software or technology related products or services, including advice with respect to agreements to implement open innovation strategies or otherwise commercially exploit intellectual property assets.
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Larry Schultis
Founding Partner
Schultis Law Group
Mr. Schultis focuses on IP transactions, and has substantial experience representing both technology consumers and... | Read More
Mr. Schultis focuses on IP transactions, and has substantial experience representing both technology consumers and vendors and a wide variety of service providers. He represents large customers in outsourcing arrangements including one of the world's largest financial institutions, a big four accounting firm, major health care providers and utilities. Prior to founding his firm, he spent a decade as a partner at Pillsbury Winthrop Shaw Pittman LLP, focusing on IP transactions.
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