Parties

• Licensor
• Licensee

When To Use

For use where Licensor grants to Licensee/OEM distributor-reseller rights to integrate and merge Licensor's Software Product(s) in source code form into Licensee code or product(s) for purposes of developing Composite Product(s) for distribution by Licensee on a standalone and/or on a bundled basis through traditional software channels.

For example, Licensor licenses certain products to Licensee in source code form to enable Licensee to incorporate the functionality and port the products to a new platform.

Branding may be Licensor's branding, Licensee's "private label" branding, or co-branding.

Licensor delivers master media to Licensee, and Licensee is responsible for manufacturing the finished products.

The Licensee/OEM distributor-reseller is granted the right to contract directly in its own name, to grant sublicenses, and to determine the resale pricing.

Integration of Licensor's product with Licensee's product is the key to OEM transactions, and this agreement is at the middle of the integration spectrum in that it authorizes Licensee to integrate only at the object code (binary) level.

"Intelligent" Document Assembly Does Work For You

This is not a static downloadable form -- my embedded logic selects, orders, arranges, and formats my carefully worded clauses from the ContractMaker database and "intelligently" assembles your document -- you're empowered to create a near-custom agreement with 1000's of meaningful variations.

Features And Options

• The keys to establishing a successful OEM distribution relationship are to clearly and concisely provide for the rights and limitations of the OEM (including level of integration, market segmentation, and branding options that will optimize the value Licensor's overall distribution channels) while providing for the royalty scheme that will fairly reward the OEM Distributor and optimize Licensor's revenues -- this agreement provides the necessary tools and options in all these areas
• Option for reseller-type agreement (where Licensee is authorized to distribute only to end-users)
• Option for distribution-type agreement (where Licensee is authorized to distribute not only to end-users, but also to other resellers)
• Licensee assumes all marketing responsibilities for the Composite Product(s)
• Licensor provides master media for Licensee to duplicate and to otherwise use in the development of Composite Product(s)
• Distribution through direct channels and Retail Channels
• 3 options regarding language versions for Software Product(s): (i) existing language version only, (ii) specified new language versions only, and (iii) existing plus specified new language versions
• 3 options for branding of Composite Product(s): (i) branding only with Licensor's Branding Features, (ii) branding only with Licensee's Branding Features ("private label" rights), and (iii) co-branding
• Royalty options include: lump sum royalty or periodic royalties, with additional options for advance royalty and guaranteed minimum royalty
• Flexible technical support and "pass-through" warranty options for performance warranty
• Options for unilateral or reciprocal confidentiality obligations
• Optional warranties regarding rights

Unlimited Drafting Benefit

One of the great benefits of our ContractMaker service is that if you're not sure how to structure your transaction, or if you want to develop "fall back" positions for negotiation purposes, you may draft alternate variations of this document at no extra charge to assist you in developing your strategies.