Edraw Reseller Agreement
Edraw Software invites companies ('Resellers') wishing to sell our software products to join our Reseller Program.
This Reseller Agreement (the "Agreement") is entered into by and between
EdrawSoft ("Edraw") and _______________ ("Reseller") on _____________ (the
"Effective Date"). Edraw may amend the terms and conditions of this Agreement at
any time upon notice to Reseller.
1. License Guaranty
1.1. Subject to the terms and conditions of this Agreement, Edraw grants
Reseller a non-transferable, non-assignable license, without right to
sublicense, within ____________ (the "Territory") to market, promote, and resell
software products developed by Edraw as listed on Exhibit A (the "Products")
attached hereto, and use Edraw trademark, service mark and logo solely for its
performance under this Agreement. Reseller will place its orders for the
Products directly with Edraw Online Store. Reseller shall not make any
representation or warranty regarding the Products to any third party other than
that authorized in writing by Edraw. All intellectual property rights, other
than those expressly granted under this Agreement, that relate to the Products
shall remain with Edraw.
1.2. Reseller may advertise in publications of general circulation that it is an
authorized reseller of the Products, subject to Edraw's prior written approval
for each such publication.
1.3. Reseller's rights to resell the Products within the Territory shall not be
exclusive unless otherwise agreed in writing.
2.1. All prices for the Products provided by Edraw to Reseller are in US
dollars. Edraw has the right to revise the prices for the Products to Reseller
upon thirty (30) days written notice. Such revisions shall apply to orders
received by Edraw on or after the effective date of the revision.
2.2. Reseller may set the prices for the Products for resale.
2.3. Reseller can put the order in our online store and receive a special
discount. 10% discount off for the component products. 30% discount off for the
3. Payment and Terms
3.1. Edraw will provide the discount order link for the reseller. The resellers
can also require the invoice to pay.
3.2. Reseller agrees to provide Edraw the names, addresses and phone numbers of
it's clients for the Products as well all feedbacks from its clients regarding
4. Duties of Reseller
4.1. Edraw Promotion: Reseller agrees to promote Edraw Products on its own
website with all the products Reseller carries as defined in Exhibit A. Reseller
also agrees to add a link to Edraw Website www.edrawsoft.com on its website.
4.2. Technical Support: Edraw will support end users by providing technical
support in the means of email and phone if needed.
4.3. General: In carrying out this Agreement, Reseller will conduct itself in an
ethical, professional and lawful manner, will exercise its best efforts to
achieve a high level of customer satisfaction, and will refrain from doing
anything to impair the reputation of Edraw.
5. Limitation of Edraw's Obligation & Liability
5.1. Edraw shall not be liable to Reseller or any of its customers for any
special indirect, consequential, incidental or exemplary damages, including, but
not limited to, loss of business, loss of profit, loss or damage resulting from
the loss of data, inability to access Internet, or inability to transmit or
receive information, caused by, or resulting from, delays, non-deliveries, or
service interruptions caused by Edraw or the Products, , even if Edraw has been
advised of the possibility of such damages.
5.2. Edraw's liability to Reseller and any customer of Reseller is limited to
the purchase price received by Edraw for the relevant Products.
5.3. Reseller will take all necessary measures to preclude Edraw from being made
a party to any lawsuit or claim regarding the Products provided to customers of
Reseller. Reseller hereby agrees to defend, indemnify and hold harmless Edraw
from any and all claims of whatever nature brought by any of Reseller's
customers against Edraw arising from Reseller's breach of this Agreement or any
misconduct or wrongful omission of the Reseller.
Reseller acknowledges that by reason of its relationship with Edraw hereunder,
it may have access to certain information and materials relating to Edraw's
business, suppliers, customers, personnel, technology, and marketing strategies
that is confidential and of substantial value to Edraw (collectively,
"Confidential Information"). Reseller agrees that it will not use in any way for
its own benefit (other than to perform under this Agreement) or for the benefit
of any third party, nor will Reseller disclose to any third party any
Confidential Information. Reseller further agrees that it will return to Edraw
or destroy all copies of Confidential Information under its custody or control
upon request by Edraw or termination of this Agreement. The provisions of this
section shall survive the termination of the Agreement for any reason. Upon any
breach or threatened breach of this section, Edraw shall be entitled to
injunctive relief in addition to other remedies, which injunctive relief shall
not be contested by Reseller.
7. Relationship of the Parties
The relationship between Edraw and Reseller is that of independent contractors
and neither party is an employee, agent, partner or joint venture of the other.
Reseller has no authority, apparent or otherwise, to contract for or on behalf
of Edraw, or in any other way legally bind Edraw in any fashion.
8. Terms & Termination
The initial term of this Agreement is one year starting from the Effective Date.
This Agreement shall automatically renew for one year term thereafter, until
terminated by either party with 30 days prior notice unless otherwise terminated
Reseller's rights and obligations under this agreement may not be transferred or
assigned directly or indirectly without the prior written consent of Edraw.
10. Entire Agreement, Modifications
This Agreement sets ten the entire agreement and understanding between the
parties with regard to the subject matter hereof and supersedes any and all
prior agreements between them. Edraw may make changes to this agreement upon
thirty (30) days written notice to Reseller.
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, do
hereby execute this instrument, with each signatory warranting its authority to
enter into this agreement on behalf of the party it represents.
I have read and accepted the above terms and conditions.