Vendor-Oriented Software License Agreement

Company Letterhead

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

VENDOR-ORIENTED SOFTWARE LICENSE AGREEMENT

This Software License Agreement ("Agreement") is made and entered into on this {{day}} day of {{month}}, {{year}} ("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}} (hereinafter referred to as "Licensor"); and

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

Licensor and Licensee are hereinafter collectively referred to as "Parties" and individually as "Party."

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 known as {{software_name}} (hereinafter referred to as "the Software") solely for Licensee's internal business operations at the designated site(s) located at {{licensee_site_address}}.

1.2. This license permits the use of the Software by up to {{number_of_users}} authorised users. Any additional users will require a separate license agreement or amendment to this Agreement.

1.3. The Software is licensed, not sold. Licensee acquires no ownership rights in the Software under this Agreement.

2. SCOPE OF USE

2.1. Licensee may install and use the Software on {{number_of_devices}} devices.

2.2. Licensee shall not reverse engineer, decompile, disassemble, modify, adapt, translate, or create derivative works from the Software.

2.3. Licensee shall not sublicense, lease, rent, loan, or otherwise transfer the Software or any of its rights under this Agreement to any third party.

2.4. Licensee agrees to use the Software in compliance with all applicable laws and regulations of {{licensee_jurisdiction}}.

3. INTELLECTUAL PROPERTY RIGHTS

3.1. Licensee acknowledges that all intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Software and any modifications, enhancements, or derivatives thereof, are and shall remain the sole property of the Licensor.

3.2. This Agreement does not grant Licensee any rights to use Licensor's trademarks, service marks, or logos without the prior written consent of Licensor.

4. MAINTENANCE AND SUPPORT

4.1. Licensor shall provide maintenance and support services for the Software as described in Schedule A (Support Services) attached hereto.

4.2. Support services shall include, but not be limited to, bug fixes, updates, and reasonable technical assistance during normal business hours of {{support_hours_start}} to {{support_hours_end}} on weekdays.

5. FEES AND PAYMENT

5.1. Licensee shall pay Licensor a license fee of {{currency}}{{license_fee_amount}} ({{license_fee_amount_words}}) upon the Effective Date of this Agreement.

5.2. In addition, Licensee shall pay an annual maintenance and support fee of {{currency}}{{support_fee_amount}} ({{support_fee_amount_words}}), payable annually in advance, beginning on {{first_payment_date}}.

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

6. TERM AND TERMINATION

6.1. This Agreement shall commence on the Effective Date and shall continue for a period of {{term_length}} year(s), unless terminated earlier in accordance with the provisions of this Agreement.

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 after receiving written notice thereof.

6.3. Upon termination of this Agreement, Licensee shall immediately cease all use of the Software and, within {{return_period_days}} days, destroy or return to Licensor all copies of the Software and any related documentation.

7. WARRANTIES AND DISCLAIMERS

7.1. Licensor warrants that the Software will perform substantially in accordance with its documentation for a period of {{warranty_period_days}} days from the Effective Date.

7.2. EXCEPT AS EXPRESSLY PROVIDED IN CLAUSE 7.1, 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. Licensor does not warrant that the Software will be error-free or that its operation will be uninterrupted.

8. LIMITATION OF LIABILITY

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

8.2. LICENSOR'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE LICENSE FEES PAID BY LICENSEE IN THE TWELVE (12) MONTHS 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, 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}}.

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

Signature Block

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

LICENSOR:

_____________________________

By: {{licensor_authorised_signatory_name}}

Title: {{licensor_signatory_title}}

LICENSEE:

_____________________________

By: {{licensee_authorised_signatory_name}}

Title: {{licensee_signatory_title}}