A: General information Date register updated [Insert date] Person updating the register [Insert

This Agreement is made on [date] Parties 1 [insert name of supplier company] a company incorporated in [England and Wales] under number [insert registered number] whose registered office is at [insert registered office] (Supplier); and 2 [insert name of reseller company] a company incorporated in [England and Wales] under number [insert registered number] whose registered office is at [insert registered office] (Reseller), each of the Supplier and Reseller being a party and together the Supplier and Reseller are the parties. BACKGROUND (A) The Supplier wishes to appoint the Reseller as an authorised reseller of certain of its software applications in the United Kingdom. (B) The Reseller agrees to market and distribute the Supplier’s software applications in accordance with this Agreement. STOP PRESS: From 1 October 2026, section 48 of the Border Security, Asylum and Immigration Act 2025 (inserting sections 14A and 15A of the Immigration, Asylum and Nationality Act 2006) extends right to work civil penalty liability in certain contractual arrangements, including where a supplier which, having contracted to provide services to a customer, engages a subcontractor to perform all or part of those services. Although the subcontractor

This Checklist is designed to highlight issues that commonly arise during the drafting of long-form and short-form software reseller agreements and is to be used with Precedents: Software reseller agreement and Software as a service (SaaS) reseller agreement. For further information on issues raised by this Checklist, see Practice Notes: Key issues in software licence agreements and Key UK competition law issues in distribution/reseller agreements. The third column can be used to record observations or comments in working through the Checklist. Checklist Further information Notes (if any) Consider the parties ☐ Consider party details and authority. Confirm each party’s name, legal status and authority to grant the relevant rights/comply with the relevant obligations. ☐ Consider third party rights. Confirm whether the contracting parties (especially the supplier) hold the appropriate intellectual property rights (IPRs) to grant the relevant rights and licences under the agreement. Also consider, for example, if any licensor should be expressly included as a third party that can enforce its rights in respect of infringements of its IPRs directly against the reseller or whether

How to use this Checklist This Checklist highlights issues commonly arising during the negotiation and drafting of the following types of agreement: • Software support agreement—pro-customer • Software support agreement—pro-supplier For further information on issues covered by this Checklist, see Practice Note: Key issues in software licence agreements. For some of the key issues likely to arise when negotiating a software support agreement, see Practice Note: Negotiation guide—IT contracts. See also, Practice Note: Key issues in SaaS and hardware/software maintenance SLAs and Precedent: Service Level Agreement (hardware/software fault resolution support services). This Checklist can also aid the drafting of simple non-binding heads of terms. In order to do this, see Precedent: Heads of terms—commercial contracts. Checklist schedule for proposed software support agreement The third column can be used to record observations or comments as the Checklist is worked through. Checklist Further information Notes (if any) Parties ☐ Confirm each party’s legal status. ☐ Check whether any third parties (such as group affiliates) are intended to benefit from the proposed agreement. ☐ Confirm whether

This Agreement is made on [date] Parties 1 [Insert name of supplier], a company incorporated in [England and Wales] under number [insert registered number] whose registered office is at [insert address] (Supplier); and 2 [Insert name of customer], a company incorporated in [England and Wales] under number [insert registered number] whose registered office is at [insert address] (Customer), each of the Supplier and the Customer being a party and together the Supplier and the Customer are the parties. Background (A) The Supplier is [the licensor of certain software applications]. (B) The Customer is [insert details of Customer’s background/background to the relevant transaction]. (C) The Supplier has granted a licence to the Customer[, members of its group] [and certain authorised third parties] to use certain software applications and agrees to provide support and maintenance services for such software on the terms of this Agreement. The parties agree: 1 Definitions and interpretation 1.1 In this Agreement: Authorised Third Parties • means any third party (including agents and contractors) engaged to provide services to the Customer or to any Customer Affiliate

This Agreement is made on [date] Parties 1 [Insert name of supplier], a company incorporated in [England and Wales] under number [insert registered number] whose registered office is at [insert address] (Supplier); and 2 [Insert name of customer], a company incorporated in [England and Wales] under number [insert registered number] whose registered office is at [insert address] (Customer), each of the Supplier and the Customer being a party and together the Supplier and the Customer are the parties. Background (A) The Supplier is [the licensor of certain software applications]. (B) The Customer is [insert details of Customer’s background/background to the relevant transaction]. (C) The Supplier agrees to provide support and maintenance services for certain software on the terms of this Agreement. The parties agree 1 Definitions and interpretation 1.1 In this Agreement: Additional Services • means any services provided by the Supplier to the Customer other than any of the Support Services or services the Supplier is obliged to provide under the Licence Agreement. Additional Services includes all services provided in respect of all reported Errors to which clause 11 applies or which are otherwise provided by or on behalf of the Supplier under this Agreement outside of the scope of the Support

How to use this Checklist This Checklist highlights issues commonly arising during the negotiation and drafting of the following types of agreement: • Software transfer (long form) • Software transfer (short form) This Checklist can also aid the drafting of simple non-binding heads of terms. For guidance on how to do this, see Precedent: Heads of terms—commercial contracts. Checklist for proposed software transfer agreement The third column can be used to record observations or comments as the Checklist is worked through. Checklist Further information Notes (if any) (A) Key commercial considerations ☐ Confirm each party’s legal status. ☐ Confirm that the software being transferred belongs to the seller and not to third parties such as consultants or developers. ☐ Confirm the proposed commencement date for the agreement and/or the effective date of assignment. ☐ Confirm any fees which are to be paid in connection to the software assignment. This will typically be a one-off assignment fee, but there are alternative fee structures. ☐ Clarify payment amounts and timings and whether additional taxes or expenses

This Agreement is made on [insert date] Parties 1 [insert supplier name] a company incorporated in [England and Wales] whose registered number is [insert company number] and whose registered office is at [insert registered office] (the Supplier); and 2 [insert customer name] a company incorporated in [England and Wales] whose registered number is [insert company number] and whose registered office is at [insert registered office] (the Customer), (each of the Supplier and the Customer being a party and together the Supplier and the Customer are the parties). Background (A) The Supplier is the[ sole] proprietor of certain software and associated intellectual property rights. (B) The Customer is [insert details of the background to the transfer]. (C) The Supplier has agreed to assign [its OR all the] intellectual property rights in such software to the Customer and the Customer agrees to take an assignment of the same on the terms of this Agreement. The parties agree: 1 Definitions and interpretation 1.1 In this Agreement: Affiliate • means, in relation to a party, any entity that directly or indirectly controls, is controlled by or is under common control with that party within the meaning set out in section 1124 of the

This Agreement is made on [insert date] Parties 1 [insert supplier name] a company incorporated in [England and Wales] whose registered number is [insert company number] and whose registered office is at [insert registered office] (the Supplier); and 2 [insert customer name] a company incorporated in [England and Wales] whose registered number is [insert company number] and whose registered office is at [insert registered office] (the Customer), (each of the Supplier and the Customer being a party and together the Supplier and the Customer are the parties). Background (A) The Supplier is the[ sole] proprietor of certain software and associated intellectual property rights. (B) The Customer is [insert details of the background to the transfer]. (C) The Supplier has agreed to assign [its OR all the] intellectual property rights in such software to the Customer and the Customer agrees to take an assignment of the same on the terms of this Agreement. The parties agree: 1 Definitions and interpretation 1.1 In this Agreement: Commencement Date • means the date of this Agreement; Confidential Information • means any and all confidential information

This Agreement is made on [date] Parties 1 [Insert name of supplier], a company incorporated in [England and Wales] under number [insert registered number] whose registered office is at [insert address] (Supplier); and 2 [Insert name of customer], a company incorporated in [England and Wales] under number [insert registered number] whose registered office is at [insert address] (Customer), each of the Supplier and the Customer being a party and together the Supplier and the Customer are the parties. Background (A) The Supplier is the licensor of certain software applications. (B) The Supplier has agreed to grant to the Customer a temporary licence to use the software applications on a trial basis on the terms of this Agreement for the purposes of evaluating the software. The parties agree 1 Definitions and interpretation 1.1 In this Agreement: Authorised Licensees • means [insert details of organisations other than the Customer permitted to use the Software]; Business Day • means a day other than a Saturday, Sunday or bank or public holiday in England; Commencement Date • means the date of this Agreement; Confidential Information • means all information (whether in

1 Definitions 1.1 In this Agreement: Authorised Third Party • means any third party (including agents and contractors) engaged to provide services to the Customer or to any Customer Affiliate including any supplier to whom the Customer or any Customer Affiliate has outsourced any part of its business; Customer Affiliate • means any entity that directly or indirectly controls, is controlled by or is under common control with the Customer within the meaning set out in section 1124 of the Corporation Tax Act 2010; Customer Environment • means any networks and network devices, servers, server hardware, storage systems, computer systems, file systems, print systems, applications, software or software components, database management systems and related systems, used by the Customer from time to time with which the Software shall connect, exchange data, interface or otherwise interoperate or communicate; Licence Fees • means the fees set out in [insert relevant schedule or clause] together with any other amounts payable under this Agreement; Open Source Software • means any software subject to a version of the General Public License, together with any other ‘open source’ software falling within the Open Source Definition issued by the Open Source

1 Definitions 1.1 In this Agreement: Licence Fees • means the fees set out in [insert relevant schedule or clause][ together with any other amounts payable under this Agreement]; Software • means the Supplier Software and the Third Party Software; Specification • means the written description of the Software set out in [insert cross reference to schedule or appendix containing the description of the software]; Supplier Software • means the proprietary software of the Supplier identified in paragraph [insert reference] of [insert reference to schedule or appendix containing description of the software][ including any Updates or Upgrades provided by the Supplier under this Agreement [or any Support Agreement] ]; Third Party Software • means the third party software identified as such in paragraph [insert reference] of [insert reference to schedule or appendix containing a description of the third party software components] together with any other software program which is not Supplier Software but which is supplied to the Customer by the Supplier under this Agreement[ or any Support Agreement]; Update • means a software maintenance update, patch or bug-fix which does not constitute an Upgrade; Upgrade • means a version or release of software intended to have new or improved functionality or designated by the Supplier as an upgrade; User