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Two Pilots Software Reseller Agreement


Reseller Details
Company (hereinafter referred to as Reseller):  
Primary Contact Name:  
Country (hereinafter referred to as Country):  
Address:   Contact Telephone:  
  Email Address:  
  Website URL:  
  VAT Number:  
  Payment Currency:  

Reseller agrees to resell software (hereinafter referred to as "Products") produced by Two Pilots. Two Pilots agrees to this relationship with the following conditions:


(B) Reseller wishes to represent Two Pilots as a non-exclusive agent to sell the Products in accordance with the terms and conditions stated in this agreement.

(A) Two Pilots is the proprietor of certain computer software and components listed in the Schedule 1 (hereinafter referred to as "Products") and wishes to have Products sold by Reseller.

1. Definitions
In this Agreement, unless the context otherwise requires, the following expressions shall have the following meanings:
"Reseller" is as shown on the front page of this Agreement;
"End-User Agreement" means a software license and support agreement in such form as the Two Pilots may from time to time direct or approve in writing and as the same may be amended from time to time;
"Intellectual Property Rights" means patents, trademarks, service marks, registered designs, applications for any of the foregoing, copyright, design rights, know-how, confidential information, trade and business names and any other similar protected rights in any country;
"Licensee" means a person or other legal entity who is a party to an End-User agreement with Two Pilots in respect of the Products and who has purchased one or more of the Products through Reseller pursuant to this Agreement;
"List Price" means the list sale price of the Products excluding Value Added Tax and other government taxes as set out in Schedule 1 hereto which may be revised from time to time by Two Pilots;
"Website" means the main website of Reseller or Two Pilots depending on the context of use;

2. Appointment
Reseller hereby agrees to act as the non-exclusive agent of Two Pilots for the purpose of selling Products.

3. Duration
3.1 This agreement is set for a term of 1 year from the date it is countersigned by Reseller.
3.2 At the end of the first year of the Agreement and any subsequent anniversary of the Agreement the Agreement will automatically renew for a further year unless terminated as defined in clause 3.3.
3.3 This Agreement can be terminated by either party giving the other in writing not less than 14 days notice.

4. Effect of Termination
On the termination of this Agreement:
4.1 All rights and obligations of the parties under this Agreement shall automatically terminate except any obligations which are intended to come into or continue in force on or after such termination.
4.2 Reseller undertakes to return to Two Pilots or otherwise dispose of all promotional materials and other documents and papers sent to Reseller and relating to the business of Two Pilots (other than correspondence between the parties).
4.3 Reseller undertakes to report all unused license keys back to Two Pilots and henceforth destroy these.
4.4 Reseller undertakes to return to Two Pilots or otherwise dispose of all physical stock of the Products - as agreed with Two Pilots.

5. Licensing
5.1 Sale Transactions
Reseller undertakes to collect payment from the Licensees and to issue to the Licensee the Products including the End-User Agreement and all serial numbers/unlocking keys supplied by Two Pilots which are necessary for the use of the Products. Two Pilots Software generates serial numbers/unlocking keys after each payment for certain prearranged products.
5.2 Distribution
Two Pilots hereby authorizes Reseller to resell the Products in order to distribute them worldwide via the Internet (and burned CD if required), or as boxed products where available.
5.3 List Price
The List Price for the Products shall be set by Two Pilots in the currency specified on the front page of this Agreement.
5.4 Exchange Rate
Reseller will transact sales of the Products in any currency it may choose at an appropriate rate.
5.5 Credit and Reimbursement
Reseller undertakes to honour Two Pilots return's policy as well as any applicable returns procedures required by the Country law.
5.6 Changes in List Price
Two Pilots shall send any price change to Reseller before it becomes applicable.
5.7 Risk
All Products shall remain at the risk of Two Pilots until received by Reseller.

6. Discount
6.1 Reseller is entitled to a discount on sales of Products at the rate specified in Schedule 1 (see below).

7. Obligations of Two Pilots
Two Pilots shall:
7.1 Provide Reseller with such marketing and technical assistance as Two Pilots may at its discretion consider necessary to assist Reseller with its promotion of the Products.
7.2 Provide all specifications and instructions with regard to the Products and their use.
7.3 Give Reseller notice, by email, of any product-related news (including, but not limited to):
changes in List Price of the Products or in Two Pilots' charges for the support of the Products;
changes in the Products such as New Versions or Updates;
Two Pilots' intention to discontinue the Products;
changes in the terms and conditions of sale of Products.

8. Obligations of RESELLER
Reseller shall:
8.1 List the Products on Reseller's website.
8.2 List the Products in Reseller's marketing activities where suitable.
8.3 Include information about new product versions and product news in relevant sections of the website, at the discretion of Reseller.
8.4 Send to Two Pilots, electronically or otherwise, information provided by the end user on the On-Line Purchase Order.
8.5 Provide 1st line customer support.

9. Property Rights
9.1 The Products and all Intellectual Property Rights therein, or relating thereto, are and shall remain the property of Two Pilots.
9.2 Reseller shall notify Two Pilots immediately if Reseller becomes aware of any unauthorized use of any of the Products or any of the Intellectual Property Rights therein, or relating thereto, and will assist Two Pilots (at the Two Pilots' expense) in taking steps to defend the Two Pilots' rights therein.
9.3 Reseller shall not use, reproduce or deal in the Products or any copies thereof except as expressly permitted by the terms of this Agreement.
9.4 The provisions of this Clause shall survive the termination of this Agreement.

10. Confidentiality
10.1 Neither party shall use, divulge or communicate to any person (other than as permitted by this Agreement or with the written authority of the other party):
any confidential information concerning the products, Licensees, business, accounts, finance or contractual arrangements or other dealings, transactions or affairs of the other party which may come to the first party's knowledge during the continuance of this Agreement;
the Products or any information concerning the same;
any of the terms of this Agreement.
10.2 Both parties shall honour any Non Disclosure Agreements as required by the other party.
10.3 Both parties shall ensure that its employees are aware of and comply with the confidentiality and non-disclosure provisions contained in this Clause.
10.4 The provisions of this Clause shall survive the termination of this Agreement but the restrictions contained in sub-clause (1) shall cease to apply to any information which may come into the pubic domain otherwise than through unauthorized disclosure by either party or its employees.

11. Legal relationship
11.1 During the continuance of this Agreement Reseller is classified as an authorised reseller of the Two Pilots' Products.
11.2 Nothing in this Agreement shall render Reseller or Two Pilots as legal Partners.

12. Force Majeure
12.1 The Agreement shall be suspended for any period during which either party reasonably believes the parties are prevented or hindered from complying with their obligations under any part of this Agreement by any cause beyond their reasonable control including but not restricted to strikes, war, civil disorder and natural disasters.
12.2 If such period of suspension exceeds 180 days then either party may, upon giving written notice to the other, require that this Agreement be terminated forthwith and all money due to Two Pilots or to Reseller must be paid immediately.

13. Notices
Any notice required to be given for the purpose of this Agreement must be emailed, faxed or posted and confirmation of receipt received, before it can be deemed to have been served.

14. Choice of law and jurisdiction
The Agreement shall be governed by Country Law and the parties submit to the non-exclusive jurisdiction of the Country Legal System.

15. Schedules
The schedules form part of this Agreement and any reference to "this Agreement" includes the Schedules.

Schedule 1 - Products

Product Name List Price RESELLER Purchase Price Reseller Discount

Two Pilots accepts the terms and conditions of the Agreement as set out above:

Signature     Signature  
On behalf of Two Pilots On behalf of Reseller
Name   Name  
Title   Title  
Date   Date  

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