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Course Details

Course Information
  • smart_display Format

    On-Demand

  • signal_cellular_alt Difficulty Level

  • work Practice Area

    Commercial Law

Date & Time
  • event Date

    Tuesday, November 2, 2021

  • schedule Time

    1:00 p.m. ET./10:00 a.m. PT

  • timer Program Length

    90 minutes

Credit Information

  • This 90-minute webinar is eligible in most states for 1.5 CLE credits.

$297.00
CLE
ALL

This CLE webinar will guide counsel on drafting and negotiating key contractual provisions in software and technology reseller and distributor agreements. The panel will discuss clauses to include in the agreements and strategies to avoid common contracting pitfalls.

Faculty

Larry Schultis
Founding Partner
Schultis Law Group, PLLC

Mr. Schultis focuses on IP transactions, and has substantial experience representing both technology consumers and vendors and a wide variety of service providers. He represents large customers in outsourcing arrangements including one of the world's largest financial institutions, a big four accounting firm, major health care providers and utilities. Prior to founding his firm, he spent a decade as a partner at Pillsbury Winthrop Shaw Pittman LLP, focusing on IP transactions.

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Jim E. Bullock
Partner
Johnston Clem Gifford PLLC

Mr. Bullock has over 20 years of experience solving business and legal issues. Having served as in-house counsel for Computer Sciences Corporation and Sun Microsystems, and as general counsel/vice-president of operations for etalk Corporation, Mr. Bullock knows that business needs to get done. His clients include commercial and retail banks and other lenders, technology and broadcasting companies, manufacturers, real estate developers, and energy sector players. Mr. Bullock provides transactional support to the financial services industry, including loan documentation in a variety of contexts—commercial real estate, C&I, ABL, SBA, construction, project finance, and syndicated or participated loans, among others.

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John M. Neclerio
Partner
Duane Morris LLP.

Mr. Neclerio is co-chair of the firm's Technology Transactions, Licensing and Commercial Contracts Practice Group. He regularly provides general business representation to software, consulting, Internet, e-commerce and technology companies and provides counsel to entities that are licensing or acquiring software or technology related products or services, including advice with respect to agreements to implement open innovation strategies or otherwise commercially exploit intellectual property assets.

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Description

Many companies contract with third-party resellers to market and sell their software, services, and technology products in addition to direct sales. Reseller and distributor agreements define the scope of the distribution arrangement and many other critical components such as specify territory, exclusivity, intellectual property rights and protections, and performance requirements.

Counsel to software, services, and technology suppliers and resellers/distributors must understand the primary clauses to include in reseller and distributor agreements and common challenges with drafting and negotiating the contracts to provide useful guidance to their clients.

Companies must consider how to mitigate risks (such as payment and export exposure) when working with resellers, address issues of value-added resellers, including allocation of liability, and when mixed payment models are most applicable. All parties must determine what type of termination provisions are necessary when negotiating an agreement.

Listen as our panel of technology attorneys explains best practices for negotiating and drafting reseller and distributor agreements for software, services, and technology products. The panel will discuss key provisions that should be included in the agreements and considerations for suppliers and resellers/distributors during contract negotiations.

Outline

  1. Drafting and negotiating key provisions in the agreements
    1. Scope of rights
    2. Territory, exclusivity, field of use
    3. Pricing restrictions
    4. Intellectual property
    5. Confidentiality
    6. Indemnification and limits on liability
    7. Noncompetition
    8. Compliance with U.S. export controls and the FCPA
    9. Payment models
      1. Payment risks
      2. Value-added resellers
      3. Mixed models
    10. Termination

Benefits

The panel will review these and other key questions:

  • What are the key contract terms to include in software and technology reseller and distributor agreements?
  • What should counsel include in an agreement to mitigate payment risks?
  • How can counsel for software and technology suppliers and distributors best mitigate risk when drafting and negotiating the agreements?
  • How is liability allocated between owners and resellers when a value-added reseller markets software?
  • What are the most commonly disputed issues during contract negotiations, and what are effective strategies for resolving them?