This Software Developer's VAR Agreement is between a company and a developer who has developed certain software programs. In this agreement the developer wants to utilize the products as a value-added reseller (VAR) to develop application programs, and to license and market these programs. This agreement includes definitions for the reader's ease of reference, rights granted by the distributor, limitations on use and that developer is considered an independent contractor.

It also contains provisions about use license fees, royalties and warranties given by the developer. Provisions regarding the use of trade names, trademarks, markings and confidential information are also included.

This Software Developer's VAR Agreement includes:

• Parties: Sets out specific information regarding the developer and the company;
• Definitions: Definitions of terms used within the agreement for reference by the parties;
• Distributor Rights: Sets out terms regarding grant of rights, limitations on use, sublicenses and reservation;
• License Fees: Specific terms regarding licensing including payment of fees and royalties;
• Intellectual Property: Specifies what types of intellectual property the developer may utilize and who will own this property;
• Term and Termination: Sets out the term of this agreement and the events under which the agreement can be terminated;
• Signatures: Both parties must sign this agreement.

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This attorney-prepared packet contains:

1. General Information
2. Instructions and Checklist
3. Software Developer's VAR Agreement

State Law Compliance: This form complies with the laws of all states