Licensee Oriented Software License Agreement

{{company_name}}

{{company_address}}

Phone: {{phone}} | Email: {{email}} | Web: {{website}}

Licensee Oriented Software License Agreement

Licensee Oriented Software License Agreement

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

Software License Agreement

This Software License Agreement ("Agreement") is entered into as of {{effective_date}} ("Effective Date"), by and between:

{{licensor_company_name}}, a company duly incorporated under the laws of [South Africa/Nigeria/Kenya], with its principal place of business at {{licensor_company_address}} ("Licensor"), and

{{licensee_company_name}}, a company duly incorporated under the laws of [South Africa/Nigeria/Kenya], with its principal place of business at {{licensee_company_address}} ("Licensee").

Collectively referred to as "Parties" and individually as "Party".

1. Definitions

1.1. "Software" means the proprietary software described in Schedule A, including all its components, modules, code, libraries, and any related documentation.

1.2. "License" means the non-exclusive, non-transferable right granted to the Licensee to use the Software in accordance with the terms of this Agreement.

1.3. "Documentation" means the user manuals, technical specifications, and other documents provided by the Licensor to facilitate the use of the Software.

1.4. "Authorized Users" means employees, contractors, or agents of the Licensee who are authorized to access and use the Software under the terms of this License.

2. Grant of License

2.1. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a non-exclusive, non-transferable, revocable license to install, use, and access the Software for its internal business purposes only.

2.2. The License granted is for {{number_of_users}} Authorized Users within the Licensee’s organization.

2.3. The License permits usage on up to {{number_of_devices}} devices, servers, or virtual machines.

2.4. Licensee shall not sublicense, lease, rent, or otherwise transfer its rights under this Agreement to any third party.

3. License Fees and Payment

3.1. In consideration for the License granted herein, Licensee shall pay Licensor a license fee of {{currency}}{{license_fee_amount}} ({{license_fee_amount_in_words}}) payable in accordance with the payment schedule outlined in Schedule B.

3.2. All payments shall be made in {{currency}} [South African Rand/Nigerian Naira/Kenyan Shilling] to the bank account specified by the Licensor.

3.3. Any applicable taxes, including but not limited to VAT, will be added to the license fee at the prevailing rate.

4. Term and Termination

4.1. This Agreement shall commence on the Effective Date and shall continue for an initial term of {{initial_term_duration}} years, unless terminated earlier in accordance with this Section 4.

4.2. Either Party may terminate this Agreement by providing {{notice_period}} days' written notice to the other Party in the event of a material breach of this Agreement, provided such breach is not cured within the notice period.

4.3. Upon termination, Licensee shall cease all use of the Software, remove all copies of the Software from its systems, and certify in writing to Licensor its compliance with these obligations.

5. Warranties and Disclaimers

5.1. Licensor warrants that the Software will perform substantially in accordance with the Documentation for a period of {{warranty_period}} days from the Effective Date.

5.2. Licensor warrants that it has the full right, power, and authority to grant the License herein and that the Software does not infringe on any third-party intellectual property rights.

5.3. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SOFTWARE IS PROVIDED "AS IS" AND LICENSOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

6. Limitation of Liability

6.1. IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

6.2. LICENSOR'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL IN NO EVENT EXCEED THE TOTAL LICENSE FEES PAID BY LICENSEE TO LICENSOR DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

7. Governing Law and Dispute Resolution

7.1. This Agreement shall be governed by and construed in accordance with the laws of [South Africa/Nigeria/Kenya], without regard to its conflict of law principles.

7.2. Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, shall be settled by arbitration in {{arbitration_city}}, [South Africa/Nigeria/Kenya], in accordance with the rules of the [Arbitration Foundation of Southern Africa (AFSA)/Lagos Court of Arbitration (LCA)/Chartered Institute of Arbitrators Kenya Branch] then in force.

8. Miscellaneous

8.1. Entire Agreement: This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements, representations, and understandings, whether written or oral, relating to the subject matter hereof.

8.2. Amendments: Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both Parties.

8.3. Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

8.4. Notices: All notices and communications hereunder shall be in writing and addressed to the respective Parties at the addresses first set forth above, or to such other address as a Party may designate by notice hereunder.

Signature Block

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

LICENSOR:

_____________________________

By: {{licensor_signatory_name}}

Title: {{licensor_signatory_title}}

Date: {{licensor_signature_date}}

LICENSEE:

_____________________________

By: {{licensee_signatory_name}}

Title: {{licensee_signatory_title}}

Date: {{licensee_signature_date}}