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  1. #1
    Join Date
    Oct 2020
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    4

    Question Parties to the Contract and the Power of Authorized Partners

    Hello,

    The contract I refer to is between a software developer and a distributor (reseller). The Parties to the contract are defined as follows:

    This agreement is made … by and between Company 1 («Software Developer») and Company 2 (together with its authorized partners and affiliates - «Distributor»).

    However, later in the agreement there is no definition of what «authorized partners and affiliates» is and there is no any reference to the power of the partners. So the question is can the distributor actually authorize other parties (other distributors) to resell the software on its behalf?

    Thank you!

  2. #2

    Default Re: Parties to the Contract and the Power of Authorized Partners

    One would have to read the whole contract to be certain.
    However, the brief excerpt from the contract that you quoted, and the other information about the contract that you have provided, seem to allow for that interpretation.

  3. #3
    Join Date
    Mar 2013
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    18,309

    Default Re: Parties to the Contract and the Power of Authorized Partners

    Quote Quoting SoftRab
    View Post

    However, later in the agreement there is no definition of what «authorized partners and affiliates» is and there is no any reference to the power of the partners. So the question is can the distributor actually authorize other parties (other distributors) to resell the software on its behalf?
    What's happening between you and your distributor that's causing you to ask this question now, when it's probably too late to do anything about it?

  4. #4
    Join Date
    Jul 2018
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    Default Re: Parties to the Contract and the Power of Authorized Partners

    No one who hasn't fully read the contract at issue can intelligently offer you any insight.

  5. #5
    Join Date
    Oct 2006
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    16,445

    Default Re: Parties to the Contract and the Power of Authorized Partners

    Here is how the distribution of products, normally works:

    The first tier is the manufacturer.
    The second tier might be a master distributor who in turn sells to other distributors, or it could just be a layer of distributors.
    The third tier is sometimes wholesalers who sell to retailers, or it could just be retailers.
    The fourth tier is the customers who buy from the retailers.

    So, when the term is "together with it's authorized partners and affiliates" they are generally referring to the tier that that tier sells to.

  6. #6
    Join Date
    Oct 2020
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    4

    Default Re: Parties to the Contract and the Power of Authorized Partners

    Thank you all for your responses, very much appreciated. Unfortunately, I can't provide full details of the contract, however let me specify please:

    The contract is actually between 2 parties - Software Developer and its Online Distributor. There is no any mention of Distributor's affiliates (authorized partners) in the agreement and how they would act. The only mention is in the "Parties to the contract" section as I specified in the very first post above (together with its authorized partners and affiliates - «Distributor»).

    So can the distributor assign other sub-distributors to sell software products (at least within the same terms of the agreement as if it were the distributor itself)?

    Thanks.

  7. #7
    Join Date
    Oct 2016
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    4,301

    Default Re: Parties to the Contract and the Power of Authorized Partners

    Quote Quoting SoftRab
    View Post
    Thank you all for your responses, very much appreciated. Unfortunately, I can't provide full details of the contract, however let me specify please:

    The contract is actually between 2 parties - Software Developer and its Online Distributor. There is no any mention of Distributor's affiliates (authorized partners) in the agreement and how they would act. The only mention is in the "Parties to the contract" section as I specified in the very first post above (together with its authorized partners and affiliates - «Distributor»).

    So can the distributor assign other sub-distributors to sell software products (at least within the same terms of the agreement as if it were the distributor itself)?

    Thanks.
    That's not what you wrote in the OP.

    "Company 2 (together with its authorized partners and affiliates - «Distributor»)"

  8. #8
    Join Date
    Oct 2020
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    4

    Default Re: Parties to the Contract and the Power of Authorized Partners

    Quote Quoting PayrolGuy
    View Post
    That's not what you wrote in the OP.

    "Company 2 (together with its authorized partners and affiliates - «Distributor»)"
    Company 1 is "Software Developer" and Company 2 is "Distributor";

  9. #9
    Join Date
    Oct 2016
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    4,301

    Default Re: Parties to the Contract and the Power of Authorized Partners

    Quote Quoting SoftRab
    View Post
    Company 1 is "Software Developer" and Company 2 is "Distributor";
    I understand that. And in the OP you wrote what I posted and it does make mention of partners and affiliates.

  10. #10
    Join Date
    Jul 2018
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    2,730

    Default Re: Parties to the Contract and the Power of Authorized Partners

    This anwswer has not changed.

    Quote Quoting pg1067
    View Post
    No one who hasn't fully read the contract at issue can intelligently offer you any insight.

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