Software License Agreement Template - Download Free Template

SOFTWARE LICENSE AGREEMENT

This Software License Agreement (the “Agreement”) is effective [DATE],

BETWEEN: [FIRST PARTY NAME] (the "Licensor"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

[COMPLETE ADDRESS]

AND: [LICENSEE NAME] (the "Licensee"), an individual with his main address located at ______________ OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

[COMPLETE ADDRESS]

WHEREAS the Licensor owns [SOFTWARE NAME] (the “Software”) and wishes to grant a license to the Licensee, along with the right to use and operate the Software in [TERRITORY] (the “Territory”) and the Licensee agrees to take the said license from the Licensor upon the terms and conditions as set forth in this Agreement.

NOW THEREFORE, in consideration of the premises and of the mutual agreements contained in this Agreement, the Parties hereto agree as follows:

DEFINITIONS AND INTERPRETATION

The following definitions apply throughout this Agreement unless otherwise stated:

“Agreement” means this Software Licensing Agreement and any amendment made thereto from time to time by the

arties hereto.

“Software”

refers to [SOFTWARE NAME]

"Derivative Works" mean works developed by

the

Licensee

, its officers, agents, contractors or employees, which are based upon, in whole or in part, the Source Code and/or the Documentation and may also be based upon and/or incorporate one or more other pre-existing works. Derivative Works may be any

mprovement, revision, modification, translation (including compilation or recapitulation by computer), abridgment, condensation, expansion, or any other form in which such a pre-existing work may be recast, transformed, or adapted. For purposes hereof, a Derivative Work shall also include any compilation that incorporates such a pre-existing work.

"Documentation" means written, printed or otherwise recorded or stored (digital or paper) material relating to the Software and Source Code, including technical specifications and instructions for its use

including Source Code annotations and other descriptions of the principles of operation of the Source Code and

ools and instructions for its use.

"Source Code" means the computer programming

ource

ode form of the Software in the form provided by

the Licensor

the Licensee

, and includes all non-third-party

executables, libraries, components, and Documentation created or used in the creation, development, maintenance, and support of the Software

as well as all updates,

rror corrections and revisions thereto provided by

the

Licensor

, all provided by

the

Licensor

for use, in whole or in part, either by itself or in the development of Derivative Works.

"Improvements" shall mean, with respect to the Source Code, all modifications and changes made, developed, acquired or conceived after the date hereof and during the entire term of this Agreement.

TERM

This Agreement shall come into effect on [SPECIFY DATE] and shall continue until termination of this Agreement.

GRANT OF LICENSE

The Licensor

hereunder grants to

the

Licensee

an exclusive, non-transferable, irrevocable, royalty-free license to use and operate the

oftware in

the Territory,

including but not limited to the right and license to use and incorporate the Source Code and/or the Documentation, in whole or in part, to develop Derivative Works (including the integration of all or part of the Source Code into

the

Licensee

's own software), and to compile, use, copy, and distribute executable versions of such Derivative Works.

The Licensor

shall hereunder provide the

ource

ode and all other

oftware related information to

the Licensee

and also hereby allows

the

Licensee

to modify the said

oftware, change its

ource

ode,

and

change its name and logo at any time and at its sole discretion without any notification to the

Licensor

The Licensee

shall also have the right and license to use and copy the Source Code, in whole or in part, in compiled, object-code form for

the Licensee

's internal testing and development use and also the right and license to make a reasonable number of backup and archival copies o

f Source Code and Documentation.

The Licensee

shall not, however, transfer or sublicense the

oftware to any third party, in whole or in part, in any form, whether modified or unmodified.

DELIVERABLES

The Licensor

shall hand over the

oftware

including the

ource

ode

to the

Licensee

in order to be used and operated by

the

Licensee

the Territory

within a period of

[SPECIFY

DAYS

MONTHS

]

from the date of signing this

greement.

SUPPORT AND WARRANTY PERIOD

For a period

of [SPECIFY

MONTHS

OR YEARS]

(the “Warranty period”) from the date of the deliverables

as mentioned in clause 4 of this Agreement,

the Licensor

, at no additional charge, shall provide to

the Licensee

the

ource

ode for all upgrades, updates, patches, fixes and other modifications to the Software ("Software Modifications");

rror correction services, more specifically, to the extent the Source Code (and/or the files resulting from compiling the Source Code

)

, programming services, instructions and/or

source code

to correct such Errors to bring the Source Code (and

/or

the files resulting from compiling the Source Code) into compliance with the representations and warranties set forth in this

greement.

The Licensor

shall use commercially reasonable measures to provide Error corrections, or a work

around for such Errors, within

[NUMBER OF DAYS]

days of notification by

the

Licensee

. Where a work

around is initially provided,

the Licensor

shall continue to use commercially reasonable efforts to develop an Error correction until such Error correction is delivered. To the extent an Error is intermittent in nature and

the

Licensee

is having problems recreating the Error for the purposes of reporting Errors to

the

Licensor

the Licensor

shall provide assistance to

the

Licensee

in recreating the Error

;

personnel with levels of expertise (both general technical as well as specifically with respect to the Software and the Source Code) to provide technical support, advice and consultation to

the Licensee

. Such technical support and assistance shall include

without limitation

support and assistance with respect to the Software, Source Code, and

the Licensee

's development efforts

and shall also include technical support consulting services for modifications to the Source Code made by

the

Licensee

LICENSE FEE

The

Licensee shall pay

the

icensor for this license at the rate of [AMOUNT] per

[month]

payable in advance. The first payment shall be made on the date of the beginning of the period specified above. Subsequent payments shall be made in advance promptly on the

[day of each month]

thereafter during the continuation of this

greement.

All payments hereunder shall be made in [CURRENCY] currency and via [MODE OF PAYMENT]

the

mode of payment.

REPRESENTATIONS AND WARRANTIES OF

LICENSOR

The Licensor

hereby represents and warrants that the license granted hereunder to the

Licensee

has been granted on

[SPECIFY “AN EXCLUSIVE” OR “A NON-EXCLUSIVE”]

basis.

The Licensor

represents and warrants that the

oftware and services shall be provided in a good and professional manner in accordance with industry practices.

The Licensor

represents and warrants that the

oftware shall be bug-free, error-free and compatible with third-party software

and

in case of any bugs etc. in the

oftware

, this

shall be rectified by the

Licensor

free of cost during the

arranty period.

The Licensor

warrants that, at the time of delivery, the files resulting from compiling the Source Code will be true copies of

the Licensor

's most recently released, standard version of

the

Software a

nd that, for a period of

[SPECIFY TIMEFRAME]

year

(s)

from the delivery date of the deliverables,

the Licensor

further warrants that:

the files resulting from compiling the Source Code will function materially as set forth in

the

user

ocumentation and other published functionality provided by

the

Licensor

describing the Software;

and

Software Modifications provided pursuant to

upport and

aintenance

ervices will not materially diminish the features or functions or specifications of the Software as they existed as of the execution of this Agreement

The Licensor

represents and warrants that the coding standards and development methodologies used in developing the Source Code are consistent with industry best practices.

The Licensor

warrants that it has successfully tested the Source Code to determine if

the

Software compiled therefrom contain threats known as software viruses, time or logic bombs,

rojan horses, worms, timers or clocks, trap doors or other malicious computer instructions, devices or techniques that can or were designed to allow for (

) unauthorized, surreptitious access to data, network or operating system services and/or functionality; (ii) eras

ing

data or programming, (iii) infect

ing

, (iv) disrupt

ing

, (v) damag

ing

, (vi) disabl

ing

(vii) shut

ting

down a computer system or any component of such computer system, including, but not limited to, its security or user data, or (viii) otherwise caus

ing

any computers on which such Software is installed and/or executed to become inoperable or incapable of being used ("Malicious Code").

The Licensor

further warrants that the Source Code and Software compiled therefrom are free and clear of and contain no Malicious Code and that

the Licensor

will maintain master copies that are free and clear of and contain no Malicious Code. Upon

the

Licensee

's request,

the Licensor

shall provide such master copy to

the Licensee

for comparison with and correction of copies of the Source Code in

the

Licensee

's custody or possession

and, upon

the

Licensee

's request,

the Licensor

shall correct such copies.

The Licensor

represents and warrants that it is the exclusive owner of all intellectual property

with regard to

the Software (including the Source Code) and has good and marketable title to the Software (including the Source Code) free and clear of all liens, claims and encumbrances of any nature whatsoever (collectively, "Liens"). Further,

the Licensor

represents and warrants that no open source software code has been used in the development of the Software or any component thereof, and neither the Software, nor any component thereof, is subject to "open source" licensing requirements (viral or non-viral) including

without limitation

software made available under any of the GNU General Public License, the GNU Lesser General Public License, or any similar license arrangement

including

without limitation

(

) licensing arrangements requiring the public disclosure of source code derived from, or incorporating, such open source software or (ii) licensing arrangements requiring software derived from, or incorporating such open source software to also be made open source.

The Licensor

's grant of license and rights to

the Licensee

hereunder does not, and will not infringe any third

party's property, intellectual property or personal rights.

The Licensor

represents and warrants that no third parties hold or have been granted intellectual property rights in the Source Code contrary to the rights granted to

the Licensee

herein or which does, or with the passage of time, or exercise of an option or springing right, would adversely affect the right, title and interest granted to

the Licensee

hereunder.

ACKNOWLEDGEMENTS BY

LICENSEE

The Source Code is intended for the use of

the Licensee

in development efforts.

The Licensee

has no right hereunder to compile such Source Code in the form provided hereunder by

the Licensor

the Licensee

and distribute the resulting unmodified

Licensor Software.

The Licensee

does not have the right to distribute the Source Code, whether modified or unmodified.

The Licensee

's distribution hereunder shall be limited to the distribution of the binary (object code) form of Derivative Work

resulting from compiling of the

Licensee

-modified Source Code.

Notwithstanding the restrictions above,

the Licensee

may appoint, or work with, third parties to perform development services using the Source Code, the Derivative Works

source code

and/or the Documentation on behalf of, or working with, the

Licensee

. Release of

the

Source Code, Derivative Work source code and/or Documentation to such third parties shall be subject to the agreement of such third parties to be subject to appropriate limited, non-transferable sub-license terms and conditions. Furthermore, such

Licensee

contractors shall provide a written statement saying he/she will not hold any copies of the Source Code following termination of their agreement with the

Licensee

OWNERSHIP

Software and Source Code: Except for the rights granted to

the Licensee

herein, all right, title, copyright, and interest in the Software, Source Code, Software Modifications and Error corrections will be and remain the property of

the Licensor

Derivative Works: All right, title, copyright, and interest in all Derivative Works and Improvements created by, or on behalf of,

the Licensee

shall be the property of

the Licensee

The Licensee

shall be entitled to protect intellectual property in all such Derivative Works and Improvements

including

without limitation

seeking copyright and/or patent protection

provided, however

that

the Licensee

may mark with its own copyright notice and register copyrights in Derivative Works as works which constitute original works of authorship, so long as such Derivative Works are identified in such registration as based upon pre-existing works of

the Licensor

INDEMNIFICATION:

The Licensor

shall indemnify, hold harmless and defend

the Licensee

and its officers, directors, agents, employees, and affiliates, at

the

Licensor

's expense, from and against any and all claims, demands, actions, costs, expenses, liabilities, judgments, causes of action, proceedings, suits, losses and damages of any nature, which are threatened or brought against (or are suffered or incurred by)

the Licensee

or any such person by any third party based upon a breach of the representations or warranties of

the Licensor

set forth in this

greement

as well as such claims which (

) arise out of or relate to the Software and/or Source Code as delivered by

the

Licensor

the Licensee

; (ii) arise out of events first occurring or conditions first existing prior to the first general commercial release of

the Licensee’s

product based on, or incorporating, the Source Code; or (iii) those arising out of

the

Licensor

's actions (or omissions) with respect to the Software and/or Source Code.

The Licensee

shall indemnify, hold harmless and defend

the Licensor

and its officers, directors, agents, employees, and affiliates, at

the Licensee

the Licensor

or any such person by any third party based upon a breach of the representation and warranty or based upon infringement of a copyright, trade secret or similar proprietary right (each a

"Infringement Claim") arising out of

the

Licensee

's use of the Source Code (including

without limitation

the Licensee

's development of Derivative Works, integration of Derivative Works with

the

Licensee

's own products, and

the Licensee

's sale/license of Derivative Works); provided, however

that

the Licensor

shall have no obligation to

the Licensee

under this

ection with respect to any Infringement Claim based solely upon

the

Licensee

's own modifications to the Source Code.

In the event an Infringement Claim is found by a court of competent jurisdiction to constitute an infringement and

the

Licensee

's use of the Source Code and/or Derivative Works (including

without limitation

its continued development activities or sale/licensing activities) is enjoined,

the Licensor

shall, at its sole option, do one of the following: (

) procure for

the Licensee

the right to continue use of the Source Code and Derivative Works (including

without limitation

its continued development activities or sale/licensing activities); (ii) provide modifications to the affected Source Code and/or Derivative Works so that its use (including continued development activities and sale/licensing activities) becomes non-infringing; or (iii) if none of the foregoing alternatives is reasonably available to

the Licensor

shall refund the full value of

the

fees paid by

the Licensee

hereunder

along with the losses incurred by the

Licensee

due to

the Licensor

ASSIGNMENT

The Licensor

shall not assign, pledge or otherwise transfer, whether by operation of law or otherwise, this Agreement, or any of its obligations hereunder, without the prior written consent of

the Licensee

, which consent shall not be unreasonably withheld.

AMENDMENTS

None of the covenants, terms or conditions of this Agreement, to be kept and performed by either

arty, shall in any manner be altered, waived, modified, changed or abandoned except by a written instrument, duly signed, acknowledged and delivered by the other

arty.

NOTICES

All notices to or demands upon

arties desired or required to be given under any of the provisions hereof, shall be in writing. Any notice or demand from

arties shall be deemed to have been duly and sufficiently given three business days after a copy thereof has been mailed by registered or certified mail, postage prepaid, return receipt requested, addressed as follows:

If to the Licensor: [COMPLETE ADDRESS]

If to the Licensee: [COMPLETE ADDRESS]

TERMINATION

This

greement shall

be terminated by either Party by serving a prior written notice of _______ [NUMBER OF DAYS] to the other Party. The Licensee shall be under obligation to pay all the costs incurred until the date of termination.

The

Licensor shall ter

minate this Agreement with 30 (t

hirty) days

’

notice if

the

Licensee is in default of any of the terms and conditions of this Agreement and fails to correct such default within ten (10) days aft

er written notice thereof from the L

icensor.

The

Licensor shall terminate this Agreement with immediate effect if the Licens

isclose

information relating to the Licensor or the Software Product that jeopardizes the business interests of the Licensor

;

commits a

ny act or omission that has the effect of diminishing the value of the Software Product

;

commits a

ny act or omission that permits any third party to develop or duplicate the Software product

; or

At the time of termination by either

arty, the

icensee s

hall be required stop using the Software

hereunder and shall return all ma

terial related to the Software

to the Licensor.

RELATIONSHIP OF PARTIES

Nothing contained herein shall be deemed or construed by the

arties hereto, nor by any third party, as creating the relationship of principal and agent or of partnership, or of joint venture by the

arties hereto.

CAPTIONS

The captions of this Agreement are for convenience only and are not to be construed as part of this Agreement and shall not be construed as defining or limiting in any way the scope or intent of the provisions hereof.

SEVERABILITY

If any term or provision of this Agreement shall to any extent be held invalid or unenforceable

the remaining terms and provisions of this Agreement shall not be affected thereby, but each term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law.

GOVERNING LAW

It is agreed that this

greement shall be governed by, construed, and enforced in accordance with the laws of the [State/Province] of [STATE/PROVINCE].

WAIVER OF RIGHTS

A failure or delay in exercising any right, power or privilege in respect of this

greement will not be presumed to operate as a waiver, and a single or partial exercise of any right, power or privilege will not be presumed to preclude any subsequent or further exercise of that right, power or privilege or the exercise of any other right, power or privilege.

ENTIRE AGREEMENT

This

greement constitutes the entire understanding and agreement of the

arties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the

arties.

OUNTERPARTS

This Agreement may be executed in two or more counterparts, each one of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.

LICENSOR LICENSEE

Authorized Signature Authorized Signature

Print Name and Title Print Name and Title

Software License Agreement Template - Download Free Template Software License Agreement Template - Download Free Template

Software License Agreement Template - Download Free Template