Software sales agent contract template

This article introduces a special type of sales contract - software sales agent contract model. Agent sales: refers to the right of the software rights transferee to exercise the right to display and sell software products, and the agent sales include agency sales or distribution.

Beijing XX Co., Ltd., in accordance with the "Contract Law of the People's Republic of China" and other relevant laws and regulations, in accordance with the principle of equality and mutual benefit, Party A and Party B jointly promote the use of software, and enter into this contract, and abide by the following provisions :

First, the definition:

Unless otherwise stated in the terms or content of this contract, the following terms have the following meanings:

1. Software products: Software that has been publicized and published, and that Party A is authorized to sell and provide technical support and services.

2. Agency sales: means that the software rights transferee is allowed to exercise the right to display and sell software products, and the agent sales include agency sales or distribution.

3. Intellectual property rights: refers to patents, copyrights, trademarks, business reputations and trade secret rights enjoyed by rights holders in accordance with relevant Chinese laws and international treaties.

4. Technical support: According to the requirements of the software users, solve various technical problems arising from the software application process; at the request of Party B, train the sales and technical personnel for Party B to enable the above personnel to master the technical support, sales and other services required. technical knowledge.

5. After-sales service: refers to the provision of product return, exchange service and software maintenance and upgrade for Party B and Party B users;

6. The supplementary agreement and the remedy clause of the main contract or the contractual contract have the same effect as the main contract.

2. Authorized sales agent products During the period of validity of this contract, the software products that Party A legally authorizes Party B as the right holder to sell are: software, software version: 3. Contract term and authorized sales area 1. The term of this contract is 2006 month From the date of the year to the day of the month.

2. Party A authorizes Party B to be the exclusive total sales agent for the above products, and the sales area is nationwide.

4. Party A is an independent legal entity and has full intellectual property rights of software. Party A issues relevant company information to Party B.

5. Party B and Party B are companies with independent civil capabilities. Party B shall provide Party A with a business license and other file materials.

2. Party B has the computer knowledge, network knowledge and basic implementation and maintenance capabilities required to complete the daily business. It understands and familiarizes with the installation and use of software and the resolution of common problems from the perspective of application technology.

VI. Rights and Responsibilities of Both Parties Party A's Rights and Responsibilities 1. Party A provides Party B with software products with good market prospects, market competitiveness and reliable performance.

2. Party A supports Party B to carry out market promotion and sales of software products.

3. Party A shall provide the technical support work required by Party B and the support work required by Party B in the sales of the products.

4. After consultation with Party B, Party A has the right to make necessary adjustments to the product strategy, market strategy and price strategy of the software products.

5. Party A has the right to request Party B to jointly maintain market order. If Party B does violate the contract and destroys the order, Party A has the right to make a penalty decision until the cancellation of Party B's authorized sales agent rights.

6. Party A guarantees the authenticity of the intellectual property rights of the software products, and carries out perfect after-sales service and lifetime maintenance for the faults encountered in the use of the client software. Otherwise, any disputes arising therefrom and all losses caused thereby shall be borne by Party A.

7. Party A shall publicize the agent status of Party B on a prominent position on the company's website and explain the contact information of Party B to the customer. Provide customers with product maintenance, upgrades and online troubleshooting.

8. Party A is committed to providing Party B with the best operating environment and promises not to engage in the distribution and retail of the authorized sales area. Party A shall not establish a second distribution agent during the cooperation period of Party B as the sales agent of Party A's products.

9. In order to protect Party B's promotion and cost input, regardless of whether the customer in the sales area of ​​Party B has contacted or negotiated with Party B, it is regarded as Party B's customer. Party A shall not supply the goods specified in this Agreement to the buyers in the distribution area without authorization. If there is an inquiry, it will be transferred to Party B for negotiation. If a buyer wishes to order directly from Party A, Party A can send the copy of the relevant sales contract to Party B in advance and obtain the consent of Party B. Party A can supply the goods and should settle the transaction within three days after receiving the payment. The invoice amount gives the party a % commission.

Party B's rights and responsibilities 1. Party B shall provide Party A with a copy of the business license of Party B, the copy of the tax registration certificate and a copy of the legal representative and the general manager's ID card. If you have any changes, please feel free to submit written change instructions and relevant documents after the change.

2. After obtaining the sales authorization of Party A's software products, Party B can conduct business work and channel development as Party A's software sales agent within the time and region specified by the license. Party B may divide the agent into areas in the areas under its jurisdiction, and Party B shall be fully responsible for the activities of the agent. Party B has the right to indicate in the advertisements and letters that it is the authorized dealer of Party A.

3. The copyright, copyright and other intellectual property rights of the computer software system sold by Party B for Party A are always owned by Party A. Party B shall not reproduce, copy, decrypt, decompile, disassemble or reverse engineer the software system by itself or with any third party. Otherwise, Party A shall have the right to pursue the responsibility of Law B and the claim for economic losses.

4. Party B can obtain the promotional materials, sales and technical service materials of Party A software for free.

5. All Party A products sold by Party B must be legally obtained from Party A, and the illegal channel version of the product must not be sold. When Party B provides products to users, it must ensure that one Party A product is provided to only one user and that the product is provided to the end user. Party B shall not provide Party A's products to any unit or individual who wants to use Party A's products for profit or distribution without Party A's consent. No other method may be used to illegally sell or distribute Party A's products, causing losses to Party A. Party B cannot produce or sell software products that are competitive with Party A's products.

6. In the process of selling and promoting Party A's products, Party B shall strictly abide by the legal provisions of intellectual property rights and safeguard Party A's interests and image. Party B is responsible for the sales promotion, software installation and commissioning of software, treating customers with sincerity and enthusiasm, paying attention to the interests and image of both parties, and handling the product use problems and opinions put forward by customers in a timely manner. Party A shall provide technical support and consultation from Party A.

7. In the process of selling software, Party B's actual sales price shall not be lower than the reserve price specified by Party A, ie yuan/set. If it is necessary to change, Party A's consent must be obtained.

8. Party B shall submit complete final customer information to Party A. Otherwise, Party A shall not be responsible for its after-sales service, system upgrade or technical support work.

9. Party B shall operate in good faith and abide by the law, and shall bear legal responsibility for its own business activities.

VII. Confidentiality Principles Party A and Party B shall strictly keep confidential the information on sales, market, inventory, price, agency rules and other information involved in the performance of the agreement, and shall not disclose it to third parties.

8. Price, rebate policy 1, "" The open price of the software is: yuan / set. The sales price of Party A's supply to Party B is the discount of the public price, ie yuan/set.

2, rebate policy:

If Party B's sales volume within one year is between the sets, Party A will provide the % of the sales as a rebate to Party B as an incentive commission;

If Party B’s sales volume is more than one set within one year, Party A will provide the sales amount as a rebate to Party B as an incentive commission;

If Party B’s sales volume within one year does not reach the set, Party A will not provide the rebate to Party B as an incentive commission;

IX. Ordering, payment and shipping 1 When ordering from Party A, Party B must fill in the “Tianyuan Technology Software Product Order Form”. After signing or stamping, the responsible person shall stamp the company's official seal and fax it to Party A's marketing department.

2. After receiving the order form, Party A will deliver the goods within the day after the payment. Party B shall fax a copy of the payment voucher to Party A as soon as possible so that the delivery can be arranged as soon as possible.

3. The mode of transportation of the goods and the place where the goods arrive are subject to the requirements of the order form of Party B.

4. Party A shall bear the freight for the software products ordered by Party B.

X. Product return 1. If the software is not working properly due to product quality problems, Party A shall be responsible for the free return and bear the relevant expenses;

2. If the product causes packaging damage during transportation, Party A is responsible for free return and bear the relevant expenses.

XI. Financial Settlement 1. Party B has the right to determine the sales price of the software according to the market conditions, but the price shall not be lower than the reserve price of the product.

2. The actual sales price of the software is higher than the amount of the product's reserve price as the commission for the agent's sales.

XII. Dissolution and termination of the contract The agreement between the two parties may be terminated. In addition, this contract may be lifted under the following circumstances, but the party who proposes the cancellation shall notify the other party in writing one month in advance:

1. The other party may terminate this Agreement due to major difficulties arising from the operation of one of the parties to the contract and the period of bankruptcy entering the statutory rectification period or being liquidated.

2. If one of the parties fails to perform the contractual obligations or breach of contract, the other party will not perform or refuse to take remedial measures after giving a certain period of time in writing, causing the other party’s contractual interests to be unfulfilled or not to continue to perform, and the other party has the right to terminate this contract. .

If the contract is terminated or the contract expires naturally, the parties shall still perform the unfinished contractual obligations and arrange for the after-sales service of the products to be sold.

XIII. Liability for breach of contract 1. If Party A directly sells the product to the customer without notice to Party B and pays the commission, it is a breach of contract. Party B shall pay Party B 20 times the amount of the sales amount as liquidated damages to compensate Party B. Commercial promotion costs.

2. If Party A develops other sales agents without the consent of Party B within the term of this contract, Party A shall pay Party B a penalty of RMB 10,000.

3. If Party B sells or distributes in violation of the agreement, it is willing to compensate Party A for the amount of sales or distribution of defaulted software, which is 20 times the retail price of the software market sold or distributed.

4. If Party B violates the agreement and violates Party A's intellectual property rights, it is willing to accept Party A's economic claim of not less than 500,000 yuan.

5. Without the due cause of this contract or the law, neither party shall unilaterally terminate this contract, otherwise it shall pay the other party a liquidated damages of 10,000 yuan.

6. If one party breaches the contract and causes losses to the other party, in addition to compensating for the loss, it shall be liable for other breach of contract.

7. If a party fails to perform damages to a third party due to improper performance, it shall be liable for compensation.

XIV. Dispute Resolution Any dispute between Party A and Party B arising from the performance of this contract or the interpretation and application of any provision of this contract shall be resolved by friendly negotiation between Party A and Party B. If the negotiation cannot be resolved, either party has the right to sue in a people's court with jurisdiction.

XV. Others 1. Where matters relating to the supplement, modification or dissolution of this agency contract, both parties may negotiate and sign a supplementary agreement as an auxiliary file of the contract. The contract subsidiary file has the same legal effect as this contract.

2. The fax formed by the business of the two parties, such as the product purchase order, has the same legal effect as this contract.

3. This contract is made in two copies. Each party shall hold one copy, which shall become effective after being signed and sealed, and shall have the same legal effect.

4, this contract is a total page, the right side of the contract page is stamped with a sewing chapter.

Party A: XX Co., Ltd. Party B: XX limited liability company legal representative: legal representative:

Business Contact: Business Contact:

Address: Address:

Zip code: Zip code:

Phone: Phone:

Fax: Fax:

Date: Date: