SOFTWARE LICENSE AGREEMENT
This Software License Agreement (the "Agreement") is made and entered into as of
[Date] by and between [Licensor Name], a [State/Province] corporation with its principal
place of business at [Address] (the "Licensor"), and [Licensee Name], a [State/Province]
corporation with its principal place of business at [Address] (the "Licensee").
WHEREAS, Licensor has developed certain Web Application and related
documentation more particularly described in Schedule A attached hereto (the
"Products") and desires to grant Licensee a license to use the Software;
WHEREAS, Licensee is willing to accept the Software license under the conditions set
forth below.
NOW, THEREFORE, in consideration of the mutual promises set forth herein, the
parties agree as follows:
1. License Grant.
Licensor hereby grants to Licensee a non-exclusive, non-transferable license to use the
Software in object code form within the [Country] in accordance with the terms and
conditions of this Agreement.
2. Restrictions on Use.
Licensee shall not:
Modify, translate, reverse engineer, decompile, or disassemble the Software;
Use the Software in any way that violates any applicable laws or regulations;
Remove any copyright or other proprietary notices from the Software;
Distribute or sublicense the Software to any third party without the prior written consent
of Licensor;
Use the Software in any way that is harmful to Licensor or any third party.
3. Term and Termination.
This Agreement shall commence on the Effective Date and shall continue in full force
and effect for a period of [Term] years, unless earlier terminated as provided herein.
Either party may terminate this Agreement for cause upon [Notice Period] written notice
to the other party. This Agreement shall also terminate automatically immediately upon
the occurrence of any of the following events:
Licensee's breach of any of its obligations under this Agreement;
Licensee's insolvency or bankruptcy;
Licensee's dissolution or liquidation.
4. Title and Ownership.
Licensor retains all right, title, and interest in and to the Software, including all
copyrights, trademarks, and trade secrets therein. Licensee shall not acquire any right,
title, or interest in or to the Software other than the right to use the Software in
accordance with the terms and conditions of this Agreement.
5. Warranties.
Licensor warrants that the Software will substantially perform in accordance with the
documentation provided with the Software. Licensor's sole obligation and Licensee's
exclusive remedy for any breach of this warranty shall be, at Licensor's option, to repair
or replace the defective Software or to refund the purchase price of the Software.
6. Limitation of Liability.
LICENSOR SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL,
CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES, INCLUDING LOST
PROFITS, LOST DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR IN
CONNECTION WITH THE USE OF OR INABILITY TO USE THE SOFTWARE.
LICENSOR'S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED
THE PURCHASE PRICE OF THE SOFTWARE.
7. Indemnification.
Licensee shall indemnify and hold harmless Licensor from and against any and all
claims, losses, damages, liabilities, costs, and expenses (including reasonable
attorneys' fees) arising out of or in connection with Licensee's use of the Software.
8. Notices.
All notices and other communications hereunder shall be in writing and shall be deemed
to have been duly given when delivered in person, upon the first business day following
deposit in the United States mail, postage prepaid, certified or registered, return receipt
requested, addressed as follows:
If to Licensor:
[Name] [Title] [Address]
If to Licensee:
[Name] [Title] [Address]
Or to such other address as either party may designate in writing from time to time.
9. Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of the
State of [State] without regard to its conflict of laws principles.
10. Entire Agreement.
This Agreement constitutes the entire agreement between the parties with respect to
the subject matter hereof and supersedes all prior or contemporaneous
communications, representations, or agreements, whether oral or written.
11. Amendment.
This Agreement may be amended only by a writing signed by both parties.
12. Severability.
If any provision of this Agreement is held to be invalid or unenforceable, such provision
shall be struck from this Agreement and the remaining provisions shall remain in full
force and effect.
13. Waiver.
No waiver of any provision of this Agreement shall be effective unless in writing and
signed
