Licensor Oriented Software License Agreement

Company Letterhead

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

SOFTWARE LICENSE AGREEMENT

This Software License Agreement (hereinafter “Agreement”) is entered into on this {{day}} day of {{month}}, {{year}}, by and between:

{{licensor_company_name}}, a company duly incorporated and existing under the laws of {{licensor_country}}, with its principal place of business at {{licensor_address}} (hereinafter “Licensor”); and

{{licensee_company_name}}, a company duly incorporated and existing under the laws of {{licensee_country}}, with its principal place of business at {{licensee_address}} (hereinafter “Licensee”).

1. DEFINITIONS

1.1. "Software" means the proprietary software program(s) described in Schedule A hereto, including all accompanying documentation, updates, and enhancements provided by the Licensor.

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

1.3. "Effective Date" means the date first written above.

2. GRANT OF LICENSE

2.1. Subject to the terms and conditions of this Agreement, the Licensor hereby grants to the Licensee a non-exclusive, non-transferable, limited license to install and use the Software for {{purpose_of_use}} at {{licensee_location}}.

2.2. The Licensee shall not sublicense, sell, lease, rent, or otherwise transfer the Software or any rights granted herein to any third party without the express prior written consent of the Licensor.

2.3. The Licensee agrees to use the Software solely for its internal business operations and not for the provision of services to third parties, unless otherwise expressly agreed in writing.

3. TERM AND TERMINATION

3.1. This Agreement shall commence on the Effective Date and shall continue in full force and effect for an initial term of {{term_duration}} (e.g., one year), unless terminated earlier in accordance with this Agreement.

3.2. Either party may terminate this Agreement upon thirty (30) days’ written notice if the other party breaches any material term of this Agreement and fails to cure such breach within the notice period.

3.3. Upon termination, the Licensee shall immediately cease all use of the Software, destroy all copies of the Software, and certify in writing to the Licensor that all copies have been destroyed.

4. INTELLECTUAL PROPERTY RIGHTS

4.1. The Licensee acknowledges that all intellectual property rights in and to the Software, including but not limited to copyrights, patents, trademarks, and trade secrets, are and shall remain the sole and exclusive property of the Licensor.

4.2. This Agreement does not transfer any ownership rights in the Software to the Licensee.

5. LICENSE FEES

5.1. In consideration for the License granted hereunder, the Licensee shall pay the Licensor a license fee of {{currency}} {{amount}} ({{amount_in_words}}) {{payment_frequency}} (e.g., annually, one-time).

5.2. All fees are exclusive of any applicable taxes, duties, or levies, which shall be borne by the Licensee.

5.3. Payment terms are {{payment_terms}} (e.g., net 30 days from invoice date).

6. CONFIDENTIALITY

6.1. Both parties agree to keep confidential all non-public information disclosed by the other party in connection with this Agreement.

6.2. This obligation of confidentiality shall survive the termination or expiration of this Agreement for a period of {{confidentiality_period}} years.

7. WARRANTIES AND DISCLAIMERS

7.1. The Licensor warrants that it has the right to grant the License contemplated hereunder.

7.2. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SOFTWARE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

7.3. The Licensor does not warrant that the Software will be error-free or operate without interruption.

8. LIMITATION OF LIABILITY

8.1. IN NO EVENT SHALL THE 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 THE USE OR INABILITY TO USE THE SOFTWARE.

8.2. THE TOTAL AGGREGATE LIABILITY OF THE LICENSOR UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY THE LICENSEE TO THE LICENSOR IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

9. GOVERNING LAW AND DISPUTE RESOLUTION

9.1. This Agreement shall be governed by and construed in accordance with the laws of {{governing_country}}.

9.2. Any dispute arising out of or in connection with this Agreement shall be referred to and finally resolved by arbitration in {{arbitration_city}}, {{arbitration_country}}, in accordance with the rules of {{arbitration_institution}}.

SIGNATURES

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

LICENSOR:

___________________________

Signature

Name: {{licensor_signatory_name}}

Title: {{licensor_signatory_title}}

Date: {{date}}

LICENSEE:

___________________________

Signature

Name: {{licensee_signatory_name}}

Title: {{licensee_signatory_title}}

Date: {{date}}