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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 program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

Conducted on Tuesday, November 2, 2021

Recorded event now available

or call 1-800-926-7926

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.


Many companies contract with third-party resellers to market and sell their software, services, and technology products in addition to direct sales. Reseller and distributor agreements define the scope of the distribution arrangement and many other critical components such as specify territory, exclusivity, intellectual property rights and protections, and performance requirements.

Counsel to software, services, and technology suppliers and resellers/distributors must understand the primary clauses to include in reseller and distributor agreements and common challenges with drafting and negotiating the contracts to provide useful guidance to their clients.

Companies must consider how to mitigate risks (such as payment and export exposure) when working with resellers, address issues of value-added resellers, including allocation of liability, and when mixed payment models are most applicable. All parties must determine what type of termination provisions are necessary when negotiating an agreement.

Listen as our panel of technology attorneys explains best practices for negotiating and drafting reseller and distributor agreements for software, services, and technology products. The panel will discuss key provisions that should be included in the agreements and considerations for suppliers and resellers/distributors during contract negotiations.



  1. Drafting and negotiating key provisions in the agreements
    1. Scope of rights
    2. Territory, exclusivity, field of use
    3. Pricing restrictions
    4. Intellectual property
    5. Confidentiality
    6. Indemnification and limits on liability
    7. Noncompetition
    8. Compliance with U.S. export controls and the FCPA
    9. Payment models
      1. Payment risks
      2. Value-added resellers
      3. Mixed models
    10. Termination


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?


Bullock, Jim
Jim E. Bullock

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

Neclerio, John
John M. Neclerio

Duane Morris

Mr. Neclerio is co-chair of the firm's Technology Transactions, Licensing and Commercial Contracts Practice...  |  Read More

Schultis, Larry
Larry Schultis

Founding Partner
Schultis Law Group

Mr. Schultis focuses on IP transactions, and has substantial experience representing both technology consumers and...  |  Read More

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