Software License Agreement

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{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

SOFTWARE LICENSE AGREEMENT

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

{{licensor_company_name}}, a company duly incorporated under the laws of {{licensor_jurisdiction}}, with its principal place of business at {{licensor_address}} ("Licensor"); and

{{licensee_company_name}}, a company duly incorporated under the laws of {{licensee_jurisdiction}}, with its principal place of business at {{licensee_address}} ("Licensee").

RECITALS

WHEREAS, Licensor is the owner and developer of certain proprietary software identified as "{{software_name}}" (hereinafter referred to as the "Software");

WHEREAS, Licensee desires to obtain a license to use the Software for its internal business purposes, and Licensor is willing to grant such a license subject to the terms and conditions set forth herein.

1. GRANT OF LICENSE

1.1. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a non-exclusive, non-transferable, revocable license to use the Software solely for its internal business operations at {{licensee_location}}.

1.2. This license permits Licensee to install and use the Software on a maximum of {{number_of_devices}} devices and by a maximum of {{number_of_users}} concurrent users.

1.3. The license granted hereunder is limited to the object code form of the Software only. No rights are granted to the source code.

2. RESTRICTIONS

2.1. Licensee shall not, directly or indirectly:

a) Copy, modify, adapt, translate, reverse engineer, decompile, disassemble, or derive source code from the Software;

b) Rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Software to any third party;

c) Use the Software for any purpose other than its internal business operations;

d) Remove, alter, or obscure any proprietary notices or labels on the Software.

2.2. Any unauthorized use of the Software shall constitute a material breach of this Agreement and may result in immediate termination of the license.

3. INTELLECTUAL PROPERTY RIGHTS

3.1. All intellectual property rights in and to the Software, including without limitation copyrights, trademarks, trade secrets, and patents, are and shall remain the sole and exclusive property of Licensor.

3.2. This Agreement does not convey to Licensee any ownership interest in or to the Software, but only a limited license to use it in accordance with the terms herein.

4. WARRANTIES AND DISCLAIMERS

4.1. Licensor warrants that it has the right to grant the license to the Software as set forth in this Agreement.

4.2. THE SOFTWARE IS PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED.

5. LIMITATION OF LIABILITY

5.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SOFTWARE; (B) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SOFTWARE; (C) ANY CONTENT OBTAINED FROM THE SOFTWARE; AND (D) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, WHETHER OR NOT LICENSOR HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

5.2. Licensor's total aggregate liability arising out of or related to this Agreement shall not exceed the total fees paid by Licensee to Licensor for the Software during the {{number_of_months}} months preceding the event giving rise to the claim.

6. TERM AND TERMINATION

6.1. This Agreement shall commence on the Effective Date and shall remain in effect for a period of {{license_term_years}} years, unless terminated earlier in accordance with the provisions herein.

6.2. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any of its obligations hereunder and fails to cure such breach within {{cure_period_days}} days of receiving written notice thereof.

6.3. Upon termination of this Agreement for any reason, Licensee shall immediately cease all use of the Software and, at Licensor's option, either return or destroy all copies of the Software and any related documentation. Licensee shall provide written certification of such destruction upon request.

7. GOVERNING LAW AND DISPUTE RESOLUTION

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

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 accordance with the rules of the {{arbitration_institution}} in {{arbitration_city}}.

8. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, representations, or communications, whether written or oral, regarding such subject matter.

9. SIGNATURES

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

FOR LICENSOR:

_____________________________

Name: {{licensor_signatory_name}}

Title: {{licensor_signatory_title}}

Date: {{licensor_signature_date}}

FOR LICENSEE:

_____________________________

Name: {{licensee_signatory_name}}

Title: {{licensee_signatory_title}}

Date: {{licensee_signature_date}}