Software Sales Contract Agreement Template

Use Template
Software Sale Agreement

 

This Sale Agreement ("Agreement") is made and effective as of DATE, BETWEEN: Party A, with a mailing address of: Party A's mailing address - and - Party B, with a mailing address of:

 

Party B's mailing address (collectively, the "Parties"). For good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the Parties agree as follows:

 

  1. DESCRIPTION OF SOFTWARE. Party A hereby sells, and Party B hereby purchases, the following software (the "Software"): Party A's description of the Software

 

  1. SALE PRICE. The purchase price of the Software is $[PARTY B'S PAYMENT FOR THE SOFTWARE. ]

 

  1. OWNERSHIP OF SOFTWARE. As of the date of this Agreement, Party A owns all right, title, and interest in and to the Software, including all copyright and other intellectual property rights. Upon Party B's full payment of the Sale Price, Party B shall own all right, title, and interest in and to the Software, including all copyright and other intellectual property rights.

 

  1. LICENSE. Party A hereby grants to Party B a nonexclusive, nontransferable right and license to use the Software in accordance with this Agreement and Party A's then-current user documentation.

 

 

  1. TERM. The term of this Agreement and the license granted herein shall begin on the date of this Agreement and shall continue in effect until terminated in accordance with this Agreement (the "Term").

 

  1. TERMINATION. This Agreement and the license granted herein may be terminated by either Party: (i) upon thirty (30) days written notice to the other Party of a material breach of this Agreement if such breach remains uncured at the expiration of such period; or (ii) upon the bankruptcy or insolvency of either Party.

 

  1. EFFECT OF TERMINATION. Upon the expiration or termination of this Agreement for any reason: (i) the license granted herein shall terminate; (ii) Party B shall cease all use of the Software; and (iii) Party B shall destroy all copies of the Software in its possession or control.

 

  1. Post execution of the agreement, Party A must aid Party B in any bug-shooting and reworking for 3 months on a need basis.

 

  1. DISCLAIMER OF WARRANTIES. THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. PARTY A HEREBY DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT.

 

  1. LIMITATION OF LIABILITY. IN NO EVENT SHALL PARTY A BE LIABLE TO PARTY B FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR FOR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER OR NOT ADVISED OF THE POSSIBILITY OF DAMAGE, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THIS SOFTWARE.

 

  1. GENERAL.

 

  1. Entire Agreement. This Agreement constitutes the complete and exclusive agreement between the Parties with respect to the subject matter hereof, and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter.

 

  1. Amendment and Waiver. No amendment to or modification of this Agreement will be binding unless in writing and signed by a duly authorized representative of each Party. No failure to exercise, and no delay in exercising, any right, remedy, or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, or power hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, or power provided herein or by law.

 

  1. Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

 

  1. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of STATE, without regard to its conflict of law rules.

 

  1. Assignment. This Agreement may not be assigned by either Party without the prior written consent of the other Party, and any attempted assignment in violation of the foregoing will be null and void.

 

  1. Force Majeure. Neither Party shall be liable for any failure or delay in the performance of its obligations under this Agreement (except for the payment of amounts due and payable hereunder) due to any cause beyond the reasonable control of such Party.

 

  1. Relationship of the Parties. The Parties to this Agreement are independent contractors. Nothing contained in this Agreement shall be deemed to constitute either Party a partner, joint venture or employee of the other Party for any purpose.

 

  1. Notices. All notices, consents, requests, demands, waivers, and other communications hereunder (each, a "Notice") shall be in writing and addressed to the respective Parties at the addresses set forth on the signature page of this Agreement (or to such other address that may be designated in writing by the receiving Party from time to time). All Notices shall be delivered by personal delivery, overnight courier, facsimile, or certified or registered mail, in each case properly posted and fully prepaid. All Notices shall be deemed to have been given

 

(i) on the date delivered by personal delivery, overnight courier, facsimile, or email;

(ii) on the date of receipt if sent by a recognized overnight courier service; or

(iii) on the fifth (5th) business day following the date mailed, if sent by certified or registered mail.

 

  1. Waiver of Jury Trial. EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, OR ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL; AND (B) IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH COUNSEL.

 

  1. Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

 

PARTY A

Signature: ____________________________

Typed or Printed Name: ___________________

Title: _______________________________

 

PARTY B

Signature: ____________________________

Typed or Printed Name: ___________________

Title: _______________________________