Software License Agreement Template

Use Template
Software License Agreement

 

This license agreement (the "Agreement") is made and entered into by and between Party A, with an address of ____________________________ (“Party A”), and Party B, with an address of ____________________________ ("Party B").

 

For the purpose of this Agreement, the term "Software" shall mean the computer software program known as ____________________________, together with any associated media, printed materials, and online or electronic documentation.

 

Party A and Party B hereby agree as follows:

 

  1. License. Party A hereby grants to Party B, and Party B hereby accepts from Party A, a nonexclusive, non-transferable license to use the Software, solely for Party B's internal business purposes. Party B may make copies of the Software for backup and archival purposes, provided that the copies contain all of the original proprietary notices included in the Software.

 

  1. Party B may not use or display the license in such a manner that it may be stored, modified or distributed by any third party or end users.

 

  1. Restrictions. Except as expressly authorized in this Agreement, Party B will not (i) copy the Software, (ii) modify, adapt, or translate the Software, or (iii) reverse engineer, decompile, or disassemble the Software. Party B will not remove, alter, or obscure any copyright notice, trademark notice, or other proprietary rights notice that appears on or in the Software.

 

  1. Title. Title to the Software, and all copies thereof, will remain in Party A. Party A reserves all rights in the Software not expressly granted to Party B in this Agreement.

 

  1. Confidentiality. Party B acknowledges that the Software contains trade secrets of Party A. Party B will hold the Software in confidence for Party A and will not disclose the Software to any third party without the prior written consent of Party A.

 

  1. Party B may not advertise, promote or market the Software without the prior approval of Party A.

 

  1. Party A is not entitled to any part of the revenues reaped by Party B/

 

  1. No Support. Party A is under no obligation to support or maintain the Software.

 

  1. Termination. This Agreement and the license granted herein will terminate automatically if Party B breaches any provision of this Agreement. Upon termination, Party B will destroy all copies of the Software.

 

  1. Limited Warranty. Party A warrants that the Software will perform in accordance with the documentation for a period of ninety (90) days from the date of delivery to Party B. The sole and exclusive remedy for a breach of the foregoing warranty will be, at Party A's option, to repair or replace the Software or to refund the license fee paid by Party B.

 

  1. Disclaimer of Warranties. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 7, THE SOFTWARE IS PROVIDED "AS IS" AND PARTY A DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

 

  1. Liability Limit. IN NO EVENT WILL PARTY A BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF PARTY A HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, PARTY A'S LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT WILL NOT EXCEED IN THE AGGREGATE THE SUM OF THE LICENSE FEES PAID BY PARTY B UNDER THIS AGREEMENT.

 

  1. Trademarks. Party A's trademarks, if any, used in connection with the Software will remain the sole property of Party A. This Agreement does not grant Party B any right, license, or interest in such trademarks.

 

  1. Export Restrictions. Party B will comply with all applicable export laws and regulations of the United States or foreign agencies or authorities, and will not export or re-export the Software in violation of any such laws or regulations.

 

  1. Miscellaneous. This Agreement will be governed by and construed in accordance with the laws of the State of _______________, without regard to its conflict of laws provisions. The sole and exclusive jurisdiction and venue for any action or proceeding arising out of or related to this Agreement will be an appropriate federal or state court located in the State of _______________, and the parties hereby irrevocably submit to the personal jurisdiction of such court.

 

This Agreement constitutes the complete and exclusive understanding and agreement between the parties with respect to the subject matter hereof, and supersedes all proposals, agreements, representations, and understandings.

 

This Agreement may not be amended except in writing signed by both parties. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. The failure of either party to enforce any right or provision of this Agreement will not be deemed a waiver of such right or provision.

Signature of the parties:

 

Party A:

Signature: ____________________________

Typed or Printed Name: ___________________

Title: _______________________________

 

Party B:

Signature: ____________________________

Typed or Printed Name: ___________________

Title: _______________________________