SOFTWARE LICENSE AGREEMENT

This Software License Agreement (the “Agreement”) is made and entered into as of ___________, 2010 (the “Effective Date”) by and between __________________Inc., a corporation organized and existing under the laws of the state of __________with offices located at __________________________(“Licensor”), and ___________, a corporation organized and existing under the laws of _____________with offices located at __________________________ (“Licensee”). W I T N E S S E T H: WHEREAS, Licensee desires to license from Licensor certain software and for Licensor to perform related maintenance and support services as set forth herein; and WHEREAS, Licensor desires to license such software to Licensee and to provide such maintenance and support services on the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the mutual premises set forth herein, Licensor and Licensee, intending to be legally bound, hereby agree as follows: 1. Interpretation and Definitions. 1.1. 1.2. 1.3. The preamble and Exhibits attached to this Agreement constitute an integral part hereof and shall be read jointly with its terms and conditions The headings of the sections in this Agreement are for the sake of convenience only and shall not serve in the interpretation of the Agreement In this Agreement, the following capitalized terms shall have the meanings appearing alongside them, unless provided otherwise in the Agreement: “License” shall have the meaning given to it in the End User License Agreement set forth in Exhibit B of the Agreement. “License Fee” shall mean the amounts, set forth in Exhibit A of the Agreement and/or in the applicable Purchase Order, which Licensee shall pay to Licensor pursuant to Section 2 in consideration for the License granted hereunder. “Maintenance Fee” shall mean the amounts, set forth in Exhibit A of the Agreement and/or the applicable Purchase Order, which Licensee shall pay to Licensor in consideration for the Maintenance Services if Licensee elects to receive Maintenance Services. “Maintenance Services” shall have the meaning given to it in the General Terms and Conditions for Support and Maintenance Services, as it appears in Exhibit C of the Agreement. “Purchase Order” shall mean a purchase order submitted hereunder by Licensee from time to time to Licensor for Product and/or Maintenance Services. “Product” shall have the meaning given to it in the Maintenance and Support Agreement, as it appears in Exhibit B of the Agreement

1.3.1. 1.3.2.

1.3.3.

1.3.4. 1.3.5. 1.3.6.
2.

Fees and Payment. In consideration for Licensor’s grant of the License and/or Maintenance Services, if any, Licensee shall pay Licensor the License Fees and/or Maintenance Fees in accordance with the payment terms set forth herein. License

Fees and/or Maintenance Fees shall be due within thirty (30) days after Licensee’s receipt of a properly submitted and undisputed invoice. 3. Ownership 3.1. Title. The Product and all rights, including without limitation all patent, copyright, trade secret, trademark, trade name and other proprietary rights therein, are owned by Licensor and/or its licensors and affiliates and are protected by international treaty provisions and all other applicable national laws of the country in which it is being used. The structure, organization, and code of the Product are the valuable trade secrets and confidential information of Licensor and/or its licensors and affiliates. Licensee acknowledges that this Agreement does not provide Licensee with title to or ownership of the Product, including any enhancements, updates or other modifications to the Product, whether made by Licensor or any third party. Licensee acknowledges that the License granted under this Agreement only provides the Licensee a right of limited use under the terms and conditions of this Agreement. Licensee shall keep the Product free and clear of all claims, liens and encumbrances. Transfers. Under no circumstances shall Licensee sell, license, sublicense, publish, display, distribute, or otherwise transfer to a third party the Product, any copy thereof, in whole or in part, without Licensor's prior written consent, unless otherwise provided for in this Agreement and/or in the Exhibits attached to this Agreement. Any copies which Licensee is permitted to make pursuant to this Agreement and its Exhibits must and shall contain the same copyright and other proprietary notices that appear on the Product.

3.2.

4.

Confidential Information 4.1. Definition. For their mutual benefit, the Licensor and Licensee shall discuss certain confidential information including but not limited to, the Licensee's Product. The parties acknowledge that (i) the terms and conditions of this Confidentiality clause, (ii) the existence and content of the discussions between Licensor and Licensee, and (iii) information concerning the Product and other information, including but not limited to, each party's product plans, designs, costs, prices and names, finances, marketing plans, business opportunities, personnel, research, development or know-how, will be considered confidential ("Confidential Information"). Confidential Information shall not include information that: (1) is now or subsequently becomes generally available to the public through no fault or breach on the part of receiving party ("Recipient"); (2) Recipient can demonstrate to have had rightfully in its possession prior to disclosure to Recipient by the disclosing party ("Discloser"); (3) is independently developed by Recipient without the use of any Confidential Information; or (4) Recipient rightfully obtains from a third party who has the right to transfer or disclose it. Nondisclosure and Nonuse of Confidential Information. Recipient agrees to use reasonable care, but in no event no less than the same degree of care that it uses to protect its own confidential and proprietary information of similar importance, to prevent the unauthorized use, disclosure, publication or dissemination of Confidential Information. Recipient agrees to accept Discloser's Confidential Information for the sole purpose of meeting its obligations under the terms of this Agreement. Recipient agrees not to use Confidential Information otherwise for its own or any third party's benefit without the prior written approval of an authorized representative of Discloser in each instance. Recipient may disclose Confidential Information if required by any judicial or governmental request, requirement or order; provided that Recipient will take reasonable steps to give Discloser sufficient prior notice in order to contest such request, requirement or order by notifying Discloser of such request. Ownership of Confidential Information. All Confidential Information, and any Derivatives thereof, remains the property of Discloser and no license or other rights to Confidential Information is granted or implied hereby. For purposes of this Agreement, "Derivatives" shall mean: (i) for copyrightable or copyrighted material, any translation, abridgment, revision or other form in which an existing work may be recast, transformed or adapted; (ii) for patentable or patented material, any improvement thereon; and (iii) for material which is protected by trade secret, any new material derived from such existing trade secret material, including new material which may be protected by copyright, patent and/or trade secret. No Warranty. All Confidential Information remains the property of Discloser and no license or other rights in the Confidential Information is granted hereby. All Confidential Information is provided "AS IS" and

4.2.

4.3.

4.4.

without any warranty, express, implied or otherwise, regarding its accuracy or performance. Recipient will return all tangible Confidential Information, including but not limited to all computer programs, documentation, notes, plans, drawings, and copies thereof, to Discloser immediately upon Discloser's written request. 4.5. 5. Term. Recipient's duty to protect Discloser's Confidential Information shall expire five (5) years from the date of disclosure of Confidential Information.

Term and Termination 5.1. Term. This Agreement shall be effective from the first date Licensee install the Product and shall remain in effect so long as the Maintenance Services provided in accordance with Section 7.1 below are in full force and effect and unless terminated earlier in the any of the events detailed in this Section 5. Termination for Cause. Licensor shall have the right to terminate this Agreement and the License granted herein immediately upon the occurrence of any of the following events: (i) in the event the Licensee fails to comply with any of the terms and conditions of this Agreement and/or its Exhibits and such default has not been cured within thirty (30) days after receiving written notice; or (ii) in the event the Licensee (A) terminates or suspends its business, (B) becomes subject to any bankruptcy or insolvency proceeding under Federal or state statute, (C) becomes insolvent or subject to direct control by a trustee, receiver or similar authority, or (D) has wound up or liquidated, voluntarily or otherwise. Notwithstanding the aforesaid, during the term of the Agreement, Licensor may terminate this Agreement with thirty (30) days prior written notice, for convenience. Upon termination or expiration of this Agreement, Licensee agrees to cease all use of the Product and to return to Licensor or destroy the Product and all documentation and related materials in Licensee's possession, at Licensee's own costs, and so certify to Licensor. The provisions of Sections 1, 3, 4, 5, 6, 8, 9, 12, 13 and 14 of this Agreement shall survive the termination or expiration of this Agreement, shall continue to remain in full force and effect and shall be enforceable by the parties and their respective legal representatives, affiliates or successors.

5.2.

5.3. 5.4.

5.5.

6.

Warranty Disclaimer LICENSEE ACKNOWLEDGES THAT THE PRODUCT IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. NEITHER LICENSOR, ITS LICENSORS OR AFFILIATES, DISTRIBUTORS OR RESELLERS, NOR THE COPYRIGHT HOLDERS MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR THAT THE PRODUCT WILL NOT INFRINGE ANY THIRD PARTY PATENTS, COPYRIGHTS, TRADEMARKS, OR OTHER RIGHTS. THERE IS NO WARRANTY BY LICENSOR OR BY ANY OTHER PARTY THAT THE FUNCTIONS CONTAINED IN THE PRODUCT WILL MEET LICENSEE'S REQUIREMENTS OR THAT THE OPERATION OF THE PRODUCT WILL BE UNINTERRUPTED OR ERROR-FREE OR COMPATIBLE WITH OTHER SOFTWARE EXCEPT THAT INTENDED FOR THE OPERATION OF THE PRODUCT. LICENSEE ASSUMES ALL RESPONSIBILITY AND RISK FOR THE SELECTION OF THE PRODUCT TO ACHIEVE LICENSEE'S INTENDED RESULTS AND FOR THE INSTALLATION, USE, AND RESULTS OBTAINED FROM IT.

7.

Maintenance and Support 7.1. Should Licensee wish to purchase Maintenance Services from Licensor, Licensor shall issue a Purchase Order for such Services. All the Maintenance Services shall be governed by the terms and conditions of Exhibit C hereto. Prices and Payments shall appear in Exhibit A.

8.

Limitation on Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LICENSOR, ITS EMPLOYEES OR LICENSORS OR AFFILIATES OR DISTRIBUTORS OR RESELLERS BE LIABLE FOR ANY LOST PROFITS, REVENUE, SALES, DATA, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, PROPERTY DAMAGE, PERSONAL INJURY, INTERRUPTION OF BUSINESS, LOSS OF BUSINESS INFORMATION, OR FOR ANY SPECIAL, DIRECT, INDIRECT, INCIDENTAL, ECONOMIC, COVER, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND WHETHER ARISING UNDER CONTRACT, TORT, NEGLIGENCE, OR OTHER THEORY OF LIABILITY ARISING OUT OF THE USE OF OR INABILITY TO USE THE PRODUCT, EVEN IF LICENSOR OR ITS LICENSORS OR AFFILIATES ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME COUNTRIES/STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF LIABILITY, BUT MAY ALLOW LIABILITY TO BE LIMITED, IN SUCH CASES, LICENSOR, ITS EMPLOYEES OR LICENSORS OR AFFILIATES' OR DISTRIBUTORS OR RESELLERS LIABILITY SHALL BE LIMITED TO U.S. $50. Nothing contained in this Agreement shall prejudice the statutory rights of any party dealing as a consumer. Nothing contained in this Agreement limits Licensor' liability to Licensee in the event of death or personal injury resulting, directly and exclusively, from Licensor' negligence. Licensor is acting on behalf of its employees and licensors or affiliates or distributors or resellers for the purpose of disclaiming, excluding, and/or restricting obligations, warranties, and liability as provided in this clause 9, but in no other respects and for no other purpose. 9. Export The Product is subject to export control laws of the State of Israel and/or may be subject to additional export control laws applicable to Licensee or in Licensee's jurisdiction, including, without limitation, the United States. Licensee agrees that Licensee will not ship, transfer, or export the Product into any country, or make available or use the Product in any manner, prohibited by law. 10. Taxes. Licensee shall reimburse Licensor for any sales, excise or use tax or taxes in lieu thereof, including any interest and penalties (except taxes based upon income earned by Licensor pursuant to this Agreement) imposed by any governmental authority upon use or sublicensing by Licensee of the Product. Licensor shall indicate in writing for any contemplated Purchase Order of Product and Maintenance Services whether or not it shall collect the sales tax for such order. In the event Licensee’s Purchase Order shows the taxable amount as $0, and Licensor intends to collect tax for such Purchase Order, Licensor must notify Licensee’s purchasing department within twenty four (24) hours of such discrepancy. Any invoice issued to Licensee including tax, where the corresponding Purchase Order did not include tax, will be automatically blocked for payment by Licensee’s payables system unless Licensor notifies Licensee as described herein. 11. Force Majeure 11.1. Force Majeure. Neither party shall be held liable or responsible to the other party nor be deemed to have defaulted under or breached the Agreement for failure or delay in fulfilling or performing any term of this Agreement to the extent, and for so long as, such failure or delay is caused by or results from causes beyond the reasonable control of the affected party including but not limited to fires, earthquakes, floods, embargoes, wars, acts of war (whether war is declared or not), insurrections, riots, civil commotions, strikes, lockouts or other labor disturbances, acts of God or acts, omissions or delays in acting by any governmental authority or other party provided that the nonperforming party uses commercially reasonable efforts to avoid or remove such causes of nonperformance and continues performance under this Agreement with reasonable dispatch whenever such causes are removed. The party affected by such circumstances shall promptly notify the other party in writing when such circumstances cause a delay or failure in performance and when they cease to do so. Notices. Any notice required or permitted hereunder shall be in writing and shall be sufficiently given if personally delivered or sent by facsimile (with voice confirmation) or by reputable overnight courier service, addressed to the following or such other address/person as a party designates by written notice hereunder: If to Licensor, to:

12.

If to Licensee, to:

Any notice hereunder shall be deemed given at the time of receipt by the person to whom the notice is addressed. 13. Governing Law/Jurisdiction and Venue. This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the State of New-York in the United States of America, without reference to the principles of conflicts of laws. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sales of Goods, the application of which is expressly excluded. All disputes arising under or relating to this Agreement shall be resolved exclusively in the courts of the State of New-York, United States. 14. Miscellaneous. 14.1. Licensee may not assign its rights or obligations under this Agreement without the prior written consent of Licensor. 14.2. If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, that provision of the Agreement will be enforced to the maximum extent permissible so as to affect the intent of the Agreement, and the remainder of the provisions of this Agreement shall remain in full force and effect. 14.3. No failure to exercise, nor any delay in exercising, on the part of either party, any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise thereof or the exercise of any other right or remedy 14.4. This Agreement, along with all Exhibits referenced and attached hereto, sets forth the entire understanding and agreement between Licensee and Licensor, may be amended only in writing signed by both parties and supersedes all prior or contemporaneous oral or written agreements and understandings with respect to the matters covered by this Agreement.

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

____________Inc. Date: Name: Title: [LICENSEE – COMPANY NAME] Date: _____________________________ Name: Title: _____________________________

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