Source Code License Agreement

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

SOURCE CODE LICENSE AGREEMENT

This Source Code License Agreement ('Agreement') is made and entered into as of {{date_of_agreement}} ('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').

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

1. DEFINITIONS

1.1 'Source Code' means the human-readable programming language instructions that, when compiled or interpreted, produce the Software.

1.2 'Software' means the executable program, related documentation, and other materials identified in Schedule A, for which the Source Code is being licensed.

1.3 'License' means the rights granted by the Licensor to the Licensee under this Agreement.

1.4 'Derivative Works' means any work based upon the Software, or upon the Source Code, including any revision, modification, translation, abridgement, condensation, expansion, or any other form in which the Software or Source Code may be recast, transformed, or adapted.

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:

(a) Use the Source Code solely for the purpose of developing, compiling, and testing the Software.

(b) Modify and create Derivative Works from the Source Code for internal use or for distribution as part of the Software, strictly in accordance with the terms herein.

(c) Distribute the compiled or executed form of the Software, including any Derivative Works, to end-users.

2.2 This License does not include the right to sublicense, lease, rent, or otherwise transfer the Source Code or any Derivative Works thereof, in whole or in part, except as expressly permitted herein.

3. OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS

3.1 Licensor retains all right, title, and interest in and to the Source Code and the Software, including all intellectual property rights therein, subject only to the License expressly granted to Licensee under this Agreement.

3.2 Licensee acknowledges that it does not acquire any ownership interest in the Source Code or the Software, other than the limited License rights specified in this Agreement.

3.3 Licensee agrees to replicate all copyright and other proprietary notices included in the Source Code on all copies, modifications, and Derivative Works thereof.

4. LICENSE FEES AND PAYMENT

4.1 In consideration for the License granted herein, Licensee shall pay Licensor a one-time fee of {{license_fee_amount}} ({{license_fee_currency}}) on or before {{payment_due_date}}.

4.2 All payments shall be made in {{currency}} to the bank account specified by the Licensor.

4.3 Any late payments may incur interest at a rate of {{interest_rate_percent}}% per month.

5. CONFIDENTIALITY

5.1 Licensee acknowledges that the Source Code is proprietary and confidential information of Licensor.

5.2 Licensee agrees to maintain the confidentiality of the Source Code and any other confidential information disclosed by Licensor, using the same degree of care as it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care.

5.3 Licensee shall not disclose, reproduce, or distribute the Source Code, in whole or in part, to any third party without the prior written consent of Licensor, except to employees or contractors who have a 'need to know' and are bound by confidentiality obligations at least as stringent as those contained herein.

6. WARRANTIES AND DISCLAIMERS

6.1 Licensor warrants that it has the full power and authority to enter into this Agreement and to grant the License herein.

6.2 EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SOURCE CODE AND SOFTWARE ARE 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.

6.3 Licensor does not warrant that the Source Code or Software will be error-free or that its use will be uninterrupted.

7. LIMITATION OF LIABILITY

7.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOURCE CODE OR SOFTWARE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.2 LICENSOR'S TOTAL LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, SHALL NOT EXCEED THE AMOUNT PAID BY LICENSEE TO LICENSOR UNDER THIS AGREEMENT.

8. TERM AND TERMINATION

8.1 This Agreement shall commence on the Effective Date and shall continue until terminated as provided herein.

8.2 Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches any provision of this Agreement and fails to cure such breach within {{cure_period_days}} days after receiving written notice thereof.

8.3 Upon termination of this Agreement, Licensee shall immediately cease all use of the Source Code and Software, delete all copies of the Source Code and any Derivative Works from its systems, and certify in writing to Licensor that all such copies have been deleted.

9. GOVERNING LAW AND DISPUTE RESOLUTION

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

9.2 Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by arbitration under the rules of the {{arbitration_institution}}.

9.3 The seat of arbitration shall be {{arbitration_city}}, and the language of the arbitration shall be English.

10. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.

IN WITNESS WHEREOF, the Parties hereto have executed this Source Code License Agreement as of the Effective Date.

LICENSOR:

{{licensor_company_name}}

By: _____________________________

Name: {{licensor_signer_name}}

Title: {{licensor_signer_title}}

Date: {{licensor_signature_date}}

LICENSEE:

{{licensee_company_name}}

By: _____________________________

Name: {{licensee_signer_name}}

Title: {{licensee_signer_title}}

Date: {{licensee_signature_date}}