Subject to the terms of this Agreement, Developer appoints Distributor as a non-exclusive distributor for the following of Developer's software: [Software Description] .
If additional parties are approved as additional sub-Distributors, those parties shall be legally bound by the terms of this Software Distribution Agreement.
Orders for Copies of Software: All orders by Distributor for copies of the Software shall be under the terms and conditions of this Agreement. Such terms and conditions shall supersede any additional or conflicting terms or conditions contained in any purchase order or other communication from the Distributor. Each order shall be for a minimum of [Number] units.
New VersionsIf Developer releases a new version of any Software product during the term of this Agreement, Distributor may return, any copies of the old version of such Software product held by Distributor in inventory within [Time Period] after the first shipment of the new version to Distributor, and obtain a copy of the new version of such Software product for each copy of the old version returned to the Developer by the Distributor.
The Distributor shall not have the right to return any copies of the old version that have been sold by the Distributor before the release of the new version. The Distributor shall pay shipping charges both to and from the Developer.
Returns: Distributor may return any units of the Software that are delivered with defective media or damaged packaging or documentation, provided such defects or damage are not the faults of the Distributor. Distributor may otherwise return any unopened Software units during the term of this Agreement provided that Distributor pays a restocking charge to Developer in the amount of $ [0.00] of Developer's then-current price for such Software, and provided that the copies returned by Distributor are current versions of the Software at the time of such return. The Distributor shall request and receive a return of materials authorization number before returning any materials.
Suggested Retail Price: If Developer reduces the suggested retail price of the Software, Developer shall grant an adjustment for Distributor on any then unsold Software in Distributor's physical inventory. The amount of the adjustment will be equal, pro-rata, to the amount of change in the suggested retail price. This adjustment shall be provided only in the form of a credit against any later purchases of the Software by the Distributor.
Trademark License: Developer grants Distributor a worldwide, royalty-free, non-exclusive right and license to use its trade names, trademarks, logos, service marks, or other identifying or distinctive marks (collectively, "Marks"), provided that Distributor shall comply with the Developer's trademark usage guidelines.
Customer Support: Technical support is accessible via e-mail or telephone during normal business hours to customers who purchase the Software. The level of support must, at a minimum, be following Developer's support policies then in effect.
Volume PricingThe Developer will provide the Distributor with a volume pricing model for all Software unless the Developer elects to use the Distributor's standard volume pricing model for any Software. The Distributor and the Distributor's Channel Partners shall use the Distributor's standard volume pricing for sales of the Software in a multiplicity if the Developer does not provide the Distributor with a volume pricing model for the software.
The volume pricing model that will be used for sales of software in multiple quantities will determine the suggested retail price ("SRP") for the software. The Developer may view the Distributor's standard volume pricing model through the Developer's online account with the Distributor accessible via the Distributor's website, and Distributor may update the Distributor's standard volume pricing model at any time at its sole discretion.