Our Process for Successful Software Resale Partnerships

I remember this call quite well.

A product owner, voice shaking with anxiety.

They were about to open their software for resale. A massive opportunity.

But the risks? Immense.

“I'm worried,” they said. “What if a reseller messes up? What if we get sued?”

The fear was understandable. The stakes were sky-high.

One misstep could lead to a legal nightmare.

Financial ruin. Losing control over their software.

The call told me what we were up against:

(1) The product owner was concerned about the possibility of being held liable for issues arising from the use or misuse of their software by resellers or end-users.

(2) There was a true fear of being dragged into costly legal disputes due to actions taken by resellers.

(3) Their software was their lifeblood, representing years of development and innovation.

The thought of it being misused or misappropriated by resellers or third parties was unacceptable.

(4) They worried about resellers not fully understanding or honoring their responsibilities.

This could easily lead to mismanagement, user dissatisfaction, and potential damage to their reputation.

(5) The product owner was also concerned about support and maintenance.

They needed to ensure resellers would provide good support to end-users.

This could potentially prevent a flood of issues that could overwhelm their own support team.

The issues were clear.

I got my team on a call and we discussed the potential solutions

And here are some focus points we had when we created his Contract.

(1) Reducing Liabilities

Our first step was to craft clauses that explicitly limited the product owner’s liability for any:

a) Indirect

b) Incidental

c) Consequential damages

Resulting from the use or resale of the software.

This included limiting liability for loss of profits, data loss, or business interruption.

We also set a cap on the total liability amount to further protect the product owner from excessive financial exposure in any legal dispute.

(2) Strong Indemnity Clauses

We also drafted strong indemnity clauses requiring resellers to:

a) Indemnify

b) Defend

c) Hold the product owner harmless

This is from any claims, damages, or losses arising from the resale or use of the software.

This meant that if a legal issue arose because of a reseller’s actions, the reseller would cover all associated costs and damages.

We also included specific language detailing that:

The resellers would cover any legal expenses incurred by the product owner in defending against such claims.

Making sure there was no financial strain on the product owner.

(3) Intellectual Property Protection

We clearly defined the ownership of the software and all related intellectual property.

This is to make sure it remains with the product owner. This protected their core assets.

We also added strict clauses to prevent resellers from copying, modifying, or reverse-engineering the software.

We also included terms for immediate action against unauthorized.

This is done to add an extra layer of security to their IP.

(4) Reseller Responsibilities

We also outlined specific responsibilities for resellers.

This included strict commitment to the terms of use and maintaining the integrity of the software.

This also included accurate representation of the product to end-users and compliance with all applicable laws and regulations.

We also included clauses that required resellers to obtain all necessary consents and licenses for their operations.

This is to prevent any legal backlash from the product owner.

(5) Managing Support and Maintenance

We also detailed the support and maintenance services the product owner would provide, including response times and the scope of support.

This helped manage expectations and ensured end-users received timely assistance.

We also specified that resellers were responsible for providing first-level support to end-users.

This is done with clear escalation procedures to the product owner’s support team for more complex issues.

This structured approach ensured that end-users received the necessary support without overburdening the product owner’s resources.

With the Contract drafted, we had:

-> A way of managing his risks and liabilities

-> A way of keeping his product and business financially safe

-> Protected his overall IP

-> Communicated the responsibilities of any reseller he contracts with

And overall get peace of mind.

Expanding to new markets, new areas, and new partnerships is important.

But so is protecting everything.

Reselling is a good way to get your product out in front of a large audience.

But only if done right.

So in case you find yourself in this situation. And need a good Contract to protect your business.

Then simply reply "RESELLER" and I will send you the details.

Talk to you soon!

-- Akhil Mishra