VALUE ADDED RESELLER AGREEMENT
International Value Added Reseller (VAR) Agreement made as of the ______ day of _________________, by and between Document Sciences Corporation (hereinafter called "Document Sciences"), a corporation organized and existing under the laws of California, USA having its principal place of business at 6333 Greenwich Drive, Suite 120, San Diego, CA 92122 and ___________________ (hereinafter called "VAR"), a corporation organized and existing under the laws of ______________ having its principal place of business at _____________________.
Document Sciences is engaged in the design, manufacture, distribution, sale and license of the Products and has the right to appoint VAR thereof, and VAR desires to act as a Non Exclusive VAR appointed by Document Sciences in the Region. In consideration of the mutual promises and covenants herein contained, the parties hereto agree as follows:
1. Definitions
For the purpose of this Agreement, the following terms shall have
their meanings specified.
"Customers" means all end users such as large medium and small
accounts, educational, government departments etc in the Region.
"Region" means ____________________________.
"Trademarks" means any trademark owned by Document Sciences from time
to time.
"Pan European Price List" means the prices listed in appendix A.
"Products" means the software products of Document Sciences described
in Appendix attached hereto, as modified, enhanced and updated from
time to time.
"Sales Plan" means the agreed upon volume of sales from Document
Sciences to VAR as outlined in Appendix B. Such sales shall be
calculated at "VAR Cost" in accordance with the Pan European Price
List in Appendix A.
"Software Problem Severity Level and Target Resolution Time" means the
information shown in Appendix C.
"Initial Marketing Campaign" means the plan as outlined in and agreed,
Appendix D
"Software License Agreement" means the end user agreement attached
hereto in Appendix E.
DSC VAR Agreement Version 6 Page 1 2. Appointment
2.1 Document Sciences hereby appoints VAR, and VAR agrees to act, as an
appointed VAR for the Products in the Region during the term hereof.
2.2 VAR shall have the right (i) to use the products solely for
demonstration purposes; (ii) to use the Trademarks solely in
connection with its marketing and resale of Products hereunder, in
accordance with applicable law and Document Sciences's policies
regarding Trademark usage as established from time to time; and (iii)
to license the products and their documentation to Customers on such
terms as are set forth or referred to herein, subject to the terms of
the Software License Agreement.
2.3 VAR agrees to use its best efforts to promote the marketing and resale
of the Products within the Region and to support the Products in
accordance with the terms hereof. In carrying out its duties
hereunder, VAR shall use its best efforts to meet with the Sales Plan
attached hereto as Appendix B and with such policies and standards of
Document Sciences as shall be announced by Document Sciences from time
to time. VAR agrees to develop, maintain and train a competent sales
and support organization for the Products that will be responsible for
their support services. VAR shall at all times have a sufficient
number of competent office, sales, service and other employees to
carry out its obligations under this Agreement and shall conduct its
business according to the highest standards and in a manner calculated
to protect and promote the reputation of the Products.
2.4 VAR's performance shall be measured by mutually agreed sales targets as
set out in Appendix B. As a minimum acceptable performance level, %
(________) of this value shall prevail. If during the term of this
Agreement, VAR shall not achieve minimum acceptable performance as
defined in accordance with the above agreed sales goals, Document
Sciences has the right to issue a Letter of Concern to the VAR that
such performance is deficient. This Letter of Concern would precede a
formal probation period of four (4) months. In the event the minimum
performance level is not achieved within the probation period, Document
Sciences may terminate this Agreement for cause by giving two (2)
months written notice to VAR. After receipt of the Letter of Concern,
alternatively, Document Sciences and the VAR may define, by mutual
agreement only, other yardsticks of performance to be achieved during
the formal four (4) months probation period in lieu of the minimum
performance level.
3. Software Licensing
3.1 Packaging
Each product shall be delivered to VAR in a package (the "package")
containing the Software License and user documentation for such
software. VAR shall provide Document Sciences Corporation with an
executed Software License Agreement from the customer prior to the
delivery of the software products to its customers.
3.2 Title to the Products
Title to the Products shall remain with Document Sciences, VAR shall
not remove, alter, cover or obfuscate any copyright notices or other
proprietary rights notices placed
DSC VAR Agreement Version 6 Page 2 or embedded by Document Sciences on or in any Package or any of the
items contained therein.
Document Sciences shall retain all copyrights to any translated
versions of the Products including the manuals, messages and
documentation. As a matter of record, Document Sciences shall purchase
from the VAR all property rights to localized Document Sciences
software, manuals, documentation and collateral material for the price
of $ .
3.3 License
Subject to Section 13.3 ("Proprietary Rights") below Document Sciences
hereby grants to VAR a non-exclusive, non-transferable license, without
right to sublicense any such rights to third parties. The license
shall be renewable each year and the software is licensed for use on a
particular host for the specified period of time. A security key is
inherent in the software to ensure conformance to the above.
3.3.1 With respect to each copy of the server or client software supplied by
Document Sciences, only:
(a) to deliver the copy of the server or client software to
Customers for use on end user server or client equipment respectively
at designated site or
(b) to load one copy of the server or copies of the client
software onto the server or client equipment respectively, only for
delivery to a customer by VAR pursuant to Section 3.3.2(a) below or for
use by VAR pursuant to Section 3.3.2(b).
3.3.2 With respect to each copy of server or client software loaded onto
server or client equipment respectively by VAR
(a) to deliver this copy of the server of client software loaded
onto server or client equipment respectively only directly to a
customer at a designated site, and ensure the Customers execute the
license agreement prior to the delivery of the software.
(b) to use this copy of the server or client software loaded onto
server or client equipment respectively only for development, support
and marketing of VAR systems which include licensed software, and
otherwise in accordance with the Software License Agreement.
3.3.3 In the case of delivery pursuant to Section 3.3.2(a) above to provide
the server or client software diskettes to the Customer for use only
as a back up copy to the copy loaded onto server or client's equipment
respectively, and otherwise to destroy the copy and in the case of use
by VAR pursuant to Section 3.3.2(b) above, to retain, in the
aggregate, one copy as a VAR backup copy and to destroy all other
3.3.4 No rights are granted with respect to any licensed software source
code, and VAR agrees not to decompile, reverse assemble, or otherwise
attempt to derive source code from the licensed software. VAR is
granted no right to use, reproduce or distribute licensed software
except as expressly set forth herein. All rights not expressly
granted to VAR with respect to the licensed software are retained by
Document Sciences.
DSC VAR Agreement Version 6 Page 3 4. Order Procedure and Terms
4.1 Orders and Credit
Orders for Products will be placed by VAR with Document Sciences or
Document Sciences's authorized source on a form approved by Document
Sciences. Document Sciences may, in its sole discretion, refuse to
accept any order in whole or in part. VAR will make payment, in US
dollars by wire transfer of immediately available funds to Document
Sciences or such bank account as Document Sciences shall specify to
VAR in writing, within 45 days after the date of delivery of the
goods. VAR will provide financial statements and references for the
establishment of its initial credit line. If VAR fails to make
payment according to the terms set forth above or fails to provide
references satisfactory to Document Sciences, Document Sciences may
require VAR to accompany its orders with irrevocable letters of credit
or may impose such other payment terms as Document Sciences may deem
4.2 Shipments
All shipments of Products shall be F.O.B. Document Sciences's
facility, currently located in San Diego and shall be shipped to VAR's
address as set forth in this Agreement. VAR will assume all risks of
loss or damage to products upon delivery by Document Sciences to the
carrier at the point of shipment. Unless VAR's order specifies the
name of a carrier, Document Sciences will select the carrier. All
arrangements for transportation and insurance at full value of
Products shipped will be made by Document Sciences. Document Sciences
will use reasonable efforts to make deliveries promptly of order so
accepted, but Document Sciences will not be liable for any damages to
VAR or to any other person for Document Sciences's failure to fill any
order, or for any delay in delivery or error in filling any order.
4.3 Controlling Terms
The terms and conditions of this Agreement and of the applicable
Document Sciences invoice or confirmation and Standard Terms and
Conditions of Sale will apply to each order accepted or shipped by
Document Sciences hereunder. The provisions of VAR's form of purchase
order or other business forms, if any, will not apply to any order
notwithstanding Document Sciences's acknowledgement or acceptance of
such order.
4.4 Cancellation
Document Sciences reserves the right to cancel orders placed by VAR
and accepted by Document Sciences as set forth above, or to refuse or
delay shipment thereof, if VAR (i) fails to make any payment as
provided in this Agreement or on the terms of payment set forth in any
invoice, (ii) fails to meet reasonable credit or financial
requirements established by Document Sciences, including any
limitations on allowable credit or (iii) otherwise fails to comply
with the terms and conditions of this Agreement. No such
cancellation, refusal or delay shall be deemed a termination (unless
Document Sciences so advises VAR) or breach of this agreement by
Document Sciences.
DSC VAR Agreement Version 6 Page 4 5. Prices
5.1 Document Sciences shall invoice VAR each time Products are shipped.
Prices shall be in accordance with Document Sciences's Pan European
Price List, as in effect when each order is received, less a discount
of %. In addition a % bonus discount shall be applied on reaching
the appropriate target. The target shall be renewed annually as
detailed in Appendix B, Note (2). The discount of % shall apply in
each new year, with the bonus of % applied on reaching the new
target. Document Sciences's current Pan European Price List is attached
hereto as Appendix A. All prices are F.O.B. Document Sciences's
facility and include export packaging.
5.2 Prices are also Sole of any sales, use, excise, value-added,
withholding or similar tax of any kind. VAR agrees to pay, and to
indemnify and hold Document Sciences harmless from any sales, use,
excise, value added, withholding or similar tax levied outside of the
United States on the products.
5.3 Quantity discounts will be provided at Document Sciences's discretion
for large orders on a case by case basis, provided VAR has received
prior written approval from Document Sciences.
5.4 Document Sciences agrees to notify VAR at least 90 days in advance of
the effective date of any change in its Pan European Reseller Price
List by delivery to VAR of a new version of Appendix A.
6. Marketing Program
6.1 Do ...
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