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
Party A and Party B hereby agree as follows:
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.
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
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.
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.
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.
Party B may not advertise, promote or market the Software without
the prior approval of Party A.
Party A is not entitled to any part of the revenues reaped by
No Support. Party A is under no obligation to support or maintain
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
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.
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.
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.
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.
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.
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,
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:
Typed or Printed Name: ___________________
Typed or Printed Name: ___________________