Software Distribution License Agreement: Definition, Example
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What is a Software Distribution License Agreement?
A software distribution license agreement is an agreement between a software owner and a distributor that allows the latter to market and sell to end users. Most of the time, in exchange for allowing the distributor to collect a profit from software sales, creators ask for a portion of the proceeds from each sale, which are fees called royalties. The software distribution agreement determines how much the royalties are, how often they are distributed, and for how long they apply.
This type of license agreement can be used in conjunction with a source code license agreement to provide the full terms and conditions of the relationship between the software owner and distributor.
Software Distribution License Agreement Sample
Exhibit 10.19
Contract # / DP #
AMENDMENT # 4
TO THE FIRST AMENDED AND RESTATED
SOFTWARE DISTRIBUTION LICENSE AGREEMENT
This AMENDMENT #4 (“Amendment”) to the Software Distribution License Agreement between Microsoft Corporation (“Microsoft”) and Ezenia! Inc. (“Company”), effective January , 2008 (“Agreement”) is made and entered into as of December , 2008 (the “Amendment Effective Date”).
RECITALS
WHEREAS, Company and PlaceWare, Inc. entered into a Software Distribution License Agreement on March 26, 2003.
WHEREAS, Microsoft acquired PlaceWare and subsequently the parties entered into the First Amended and Restated Software Distribution License Agreement effective as of January 1st, 2005.
WHEREAS, the parties entered into Amendment #3 to the First Amended and Restated Software Distribution License Agreement effective as of January 1st, 2005 (the Amended and Restated Software Distribution License Agreement and the Amendment #3 are collectively referred to as the “Agreement”).
WHEREAS the parties wish to amend the Agreement as follows:
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises herein and for good valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
1. Section 6.1.1 is replaced with the following:
6. 1. 1 Minimum Royalty Payment During Extension Term. During the Extension Term, Company agrees to pay Microsoft a cumulative minimum of Four Million Four Hundred Fifty Thousand US Dollars ($4,450,000.00) (“Extension Term Minimum License Fee Payment”). During each period of the Extension Term identified below, Company agrees to pay Actual License Fees as set forth below:
|
Period of Extension Term |
|
Actual License Fee |
|
Payment Due Date |
|
|
|
January 1 – June 30, 2007 |
|
$ |
500,000.00 |
|
June 30, 2007 |
|
|
July 1 – December, 2007 |
|
$ |
1,200,000.00 |
|
December 31, 2007 |
|
|
January 1 – December 3l, 2008 |
|
$ |
154,000 |
|
Per agreed upon payment schedule. |
|
|
January 1 – December 31, 2009 |
|
$ |
1,040,000 |
|
|
|
|
January 1 – December 31, 2010 |
|
$ |
1,080,000 |
|
Per agreed upon payment schedule. |
|
|
January 1, 2011 – June 29, 2011 |
|
$ |
476,000 |
|
|
|
Any Actual License Fees above the minimum commitment for a given period will count towards the Extension Term Minimum License Fee Payment.
2. Section12.1 is replaced with the following: 12.1 Term. Unless earlier termination pursuant to Section 12.2 and subject to the provisions of this Section 12.1, the term of this Agreement will begin on the Effective Date and will expire after a period of one (1) year (“Initial Term”), provided that the parties may agree to extend the term of the Agreement for four additional one (1) year terms (each an “Extension Term” and together with the Initial Term, the “Term”), subject to the parties reaching agreement in writing on pricing and minimum license fee payments for the coming year at least sixty (60) days prior to each anniversary of the Effective Date. If the parties fail to reach such agreement, this Agreement will automatically expire on the first or second anniversary of the Effective Date, as the case may be. Neither party will be entitled to any compensation or damages of any nature as a result of the expiration of this Agreement or the termination of this Agreement pursuant to this Section 12.
3. Section 12.1.1 is hereby added to the Agreement as follows: 12.1.1 Extension Term. The parties agree to extend the Term of the Agreement to June 29, 2011. For the purposes of this Amendment the period commencing on January 1, 2008 and terminating on June 29, 2011 shall be referred to as the “Extension Term.”
4. Except as expressly amended by this Amendment, the Agreement remains in full force and effect.
IN WITNESS WHEREOF, the parties have executed and delivered this Amendment effective as of the date first set forth above.
MICROSOFT CORPORATION
|
By: |
/s/ Kelly P. Waldher |
|
|
|
|
|
|
Name: |
Kelly P. Waldher |
|
|
|
|
|
|
Title: |
Director |
|
|
|
|
|
|
Date: |
1/7/09 |
|
EZENIA! INC.
|
By: |
/s/ Kevin Hachett |
|
|
|
|
|
|
Name: |
Kevin Hachett |
|
|
|
|
|
|
Title: |
CFO |
|
|
|
|
|
|
Date: |
12/19/08 |
|
Microsoft Payment Plan - Amendment IV
|
|
|
1ST HALF |
|
2ND HALF |
|
TOTAL |
|
|||
|
|
|
|
|
|
|
|
|
|||
|
2008 |
|
|
|
$ |
154,000 |
|
$ |
154,000 |
|
|
|
2009 |
|
$ |
400,000 |
|
$ |
640,000 |
|
$ |
1,040,000 |
|
|
2010 |
|
$ |
540,000 |
|
$ |
540,000 |
|
$ |
1,080,000 |
|
|
2011 |
|
$ |
476,000 |
|
|
|
$ |
476,000 |
|
|
|
|
|
|
|
|
|
|
|
|||
|
Total |
|
$ |
1,416,000 |
|
$ |
1,334,000 |
|
$ |
2,750,000 |
|
Reference:
Security Exchange Commission - Edgar Database, EX-10.19 3 a09-1433_1ex10d19.htm EX-10.19, Viewed September 22, 2022, View Source on SEC.
Who Helps With Software Distribution License Agreements?
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Thank you for the feedback. It was great working through the licensing structure with you and putting together something balanced and practical.
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"Allen reviewed a platform license agreement for my fantasy sports app and went well beyond a redline. He flagged which terms actually mattered for my situation, told me plainly when signing wasn't in my interest, and explained why. When a related question came up mid-engagement he kept it in scope at no extra cost, and when I asked him to make a clause work for any platform rather than just one, he rewrote it that way. He also caught an inconsistency in my own documents that I hadn't asked about. Replies usually came within hours, and he was clear about what was inside the engagement and what would be a separate fee. I'd hire him again."
Reply From Allen L.
Thank you -- that means a lot. Glad I could keep the related question in scope and catch that inconsistency before it became a problem. Always happy to help again. Allen
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"Justin did an excellent job for us. He was very conscientious, easy to work with and took the extra time to make sure all our questions were answered"
Quick, user friendly and one of the better ways I've come across to get ahold of lawyers willing to take new clients.
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