Channel Partner Program Templates

This template does not constitute legal advice, nor does it substitute for legal advice. Always consult with a legal professional before entering into any agreement or contractual obligation. INDEPENDENT SOFTWARE VENDOR (ISV) AGREEMENT THIS AGREEMENT ("Agreement") is made as of this _____ day of _______, 20__, by and between ________________________ ("Company"), and ________________________ ("ISV Partner"), each of which may be referred to as a Party and together as the Parties. SECTION 1: DEFINITIONS 1.1 "Software" means the proprietary software product(s) owned and developed by the Company, and licensed to the ISV Partner under this Agreement. 1.2 "End User" means any third-party customer that purchases a license to use the Software from the Company. 1.3 "License Fees" means the fees paid by the End User to the ISV Partner for the license to use the Software, as set forth in Exhibit A. 1.4 "Service Standards" refers to the levels of service and support provided by the ISV Partner for the Software, as set forth in Exhibit B. SECTION 2: DUTIES AND OBLIGATIONS 2.1 ISV Partner Duties: The ISV Partner agrees to perform the following duties: • ISV Partner agrees to market and sell the Software to End Users in accordance with the terms of this Agreement and in compliance with all applicable laws and regulations; • ISV Partner agrees to provide service and support for the Software in accordance with the Service Standards set forth in Exhibit B; • ISV Partner agrees not to make any false or misleading statements about the Company's products or services; and • ISV Partner will collect the License Fees from the End Users and remit the applicable portions to the Company as set forth in Exhibit A. 2.2 Company Duties: The Company agrees to perform the following duties: • The Company grants to the ISV Partner a non-exclusive, worldwide right to market, sell, and sublicense the Software to End Users; and • The Company will provide the ISV Partner with any necessary promotional materials and product information to assist in the marketing and sales of the Software. SECTION 3: PAYMENT TERMS 3.1 Fees: The pricing for the Product(s) or license fees purchased by the ISV Partner from the Company shall be as outlined in Exhibit A. All prices are exclusive of any taxes, fees, duties, or other amounts, however designated, and including, without limitation, value-added and withholding taxes that are levied or based upon such charges, or upon this Agreement. Any taxes related to the Product(s) purchased pursuant to this Agreement are the responsibility of the ISV Partner. Unless otherwise specified in writing by the Company, all payments are due in full, without any deduction or withholding, within _____ days from the date of the Company's invoice.

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