Hi Javagigi,
First of all, please understand that I am not an attorney, and no
information provided here is to be in any way construed as legal
advice. I would highly recommend that you do seek professional legal
advice prior to executing any binding contract with anyone, a process
which needn’t be too burdensome if you do your homework and all the
writing yourself, and simply submit the final contract to an attorney
for review. That said, here are some links to samples that might be
of use to you in formulating your agreement.
In all of these examples, bear in mind the necessity of reading each
portion very carefully to ensure that the terms you want are either
included, or existing terms are modified to suit your requirements.
For example, the first sample assigns copyright to the distributor
rather than the author, which of course you would need to change.
However, such modifications shouldn’t be too difficult. Some of these
samples are simpler than others, but they provide a variety of styles
and wordings from which to choose, as well as a fairly comprehensive
overview of the terms usually included in such agreements.
First of all, here’s a commercial contract, available for sale at a
reasonable price, which includes consultation with an attorney. You
can see most of what’s included by clicking on various links and,
although it’s addressed more to the designer/vendor than to the
purchaser of distribution rights, it may nevertheless be a viable
solution for you, one you can be confident is legal and covers all
aspects of your agreement. Check it out here:
http://www.mytechnologylawyer.com/cgi-bin/FormManager/WebForms.pl?Session=MTL.103781143269&Action=ShowLevel3&Level0=MLB00&Level1=MLB08&Level2=SLB32&Level3=MTL164_TRN
Here is another commercial contract provider, which sells a contract
“kit” allowing you to customize the contract to your needs:
https://www.digicontracts.com/kits/contract_library.asp#kit_software_reseller
And here are some very inexpensive contracts that you can download and
customize. There are several that might suit your circumstances:
http://store.yahoo.com/startupbiz/legag.html
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For free forms, you might start by having a look at this Software
Duplication and Distribution w/Royalty Payments Agreement:
http://www.boson.com/legal/Agreement.PDF
Another sample agreement for the duplication and distribution of
software by an online reseller, can be found here:
http://www.esellerate.net/downloads/eSellerateOEM_License.pdf
Multimedia Development and Distribution Agreement:
http://www.utsystem.edu/ogc/intellectualproperty/mmlicen.htm
Software Distribution Agreement:
http://www.esellerate.net/downloads/eSellerateOEM_License.pdf
Apple Computer Software Distribution Agreement (you know this one’s
been well examined!):
http://developer.apple.com/mkt/swl/pdf/UserGroupSDA.pdf
Here’s a similar one from Microsoft:
http://allbusiness.findlaw.com/agreements/sagent/microsoft.lic.1996.08.23.html
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On the issue of how much a fair wholesale price for the software would
be, there are many factors to consider. Pricing is a complex affair.
First of all, consider what is covered by the price ($6.00) you are
currently paying. If that includes the CD, label, jewel case,
insert, etc. and in the future it will not, i.e. you will now be
assuming the responsibility of providing those yourself, then simply
subtract those costs, which fall under what is known as “cost of goods
sold,” from the amount.
If you will be purchasing a master copy of the software from the
author and making all your own copies, whereas in the past you
purchased copies made by him, then you would be justified in offering
a lower price than you have been paying. Another approach you might
consider is offering an outright licensing fee for a master copy of
the software. One of the contracts above suggests a price of
$1,000.00.
But if nothing will change except that you will now have a contract
formalizing your agreement, and if you have been making a profit
buying and selling at your current cost/price, then you might just
want to leave it alone. It can always be reconsidered at a later
date should anything change.
For information on the art of pricing, see:
Links to a lot of software-related pricing information:
http://www.softwaremarketsolution.com/software_pricing_pg.htm
A comprehensive list of FAQs on pricing for small businesses:
http://www10.americanexpress.com/sif/cda/page/0,1641,5290,00.asp
This site provides information from a reseller of software on the
terms they currently execute with the owners of the software they
sell, and may be of interest to you in negotiating your own terms with
your designer/publisher: https://www.virtualsoftware.com/pubinfo.cfm
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And finally, here is a comprehensive list of free and evaluation
versions of various software and articles covering both distributor
agreements and pricing, as well as a lot of related issues:
http://www.softwareceo.com/member_area/downloads.php
I hope this information answers your current needs. If not, or if you
need further clarification, please do ask before rating the answer, as
I’m eager to help you find what you need.
Thank you and best wishes for success,
Byrd |
