Demonstration Software License

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Demonstration Software License

Demonstration Software License

{{company_name}} {{company_address}} Phone: {{phone}} Email: {{email}} Website: {{website}}

DEMONSTRATION SOFTWARE LICENSE AGREEMENT

This Demonstration Software License Agreement ("Agreement") is entered into on this {{date_of_agreement}} (the "Effective Date") by and between:

{{Licensor_Company_Name}} (hereinafter referred to as "Licensor"), a company duly incorporated and existing under the laws of {{country_of_incorporation}}, with its principal place of business at {{Licensor_Address}}.

AND

{{Licensee_Company_Name}} (hereinafter referred to as "Licensee"), a company duly incorporated and existing under the laws of {{country_of_incorporation}}, with its principal place of business at {{Licensee_Address}}.

1. DEFINITIONS

1.1. "Demonstration Software" refers to the software product(s) described in Schedule A hereto, provided by Licensor to Licensee for evaluation and demonstration purposes only.

1.2. "Documentation" refers to any accompanying user manuals, technical specifications, and other related materials provided by Licensor to Licensee regarding the Demonstration Software.

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, limited license to use the Demonstration Software and Documentation solely for internal evaluation and demonstration purposes for a period of {{demonstration_period_days}} days commencing from the Effective Date (the "Demonstration Period").

2.2. Licensee shall not, directly or indirectly, (i) use the Demonstration Software for any commercial purpose, production use, or for any purpose other than as expressly permitted herein; (ii) modify, adapt, translate, reverse engineer, decompile, disassemble, or derive source code from the Demonstration Software; (iii) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Demonstration Software to any third party; (iv) remove, alter, or obscure any proprietary notices or labels on the Demonstration Software or Documentation.

3. OWNERSHIP

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

3.2. This Agreement does not convey to Licensee any title to or ownership of the Demonstration Software or Documentation, but only a limited right of use as set forth herein.

4. CONFIDENTIALITY

4.1. Licensee acknowledges that the Demonstration Software and Documentation contain valuable confidential information and trade secrets of Licensor. Licensee agrees to maintain the confidentiality of the Demonstration Software and Documentation and not to disclose such information to any third party without Licensor’s prior written consent, except to those employees and contractors who have a need to know such information for the purpose of exercising Licensee’s rights hereunder and who are bound by confidentiality obligations at least as protective as those contained herein.

4.2. Licensee shall take all reasonable steps to protect the Demonstration Software and Documentation from unauthorized use, reproduction, or disclosure.

5. DISCLAIMER OF WARRANTIES

5.1. THE DEMONSTRATION SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

5.2. LICENSOR DOES NOT WARRANT THAT THE DEMONSTRATION SOFTWARE WILL MEET LICENSEE'S REQUIREMENTS OR THAT ITS OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE. LICENSOR DOES NOT GUARANTEE THE ACCURACY OR COMPLETENESS OF ANY INFORMATION OBTAINED THROUGH THE USE OF THE DEMONSTRATION SOFTWARE.

6. LIMITATION OF LIABILITY

6.1. IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR INABILITY TO USE THE DEMONSTRATION SOFTWARE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

6.2. LICENSOR'S TOTAL CUMULATIVE LIABILITY, IF ANY, FOR ANY AND ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR INABILITY TO USE THE DEMONSTRATION SOFTWARE SHALL NOT EXCEED THE SUM OF ONE HUNDRED {{currency_code}} ({{amount}}).

6.3. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for certain damages. Accordingly, some of the above limitations and disclaimers may not apply to Licensee.

7. TERMINATION

7.1. This Agreement shall automatically terminate at the end of the Demonstration Period or immediately upon any breach by Licensee of any of its obligations hereunder.

7.2. Upon termination, Licensee shall immediately cease all use of the Demonstration Software, delete or destroy all copies of the Demonstration Software and Documentation in its possession or control, and provide written certification of such destruction to Licensor.

8. GOVERNING LAW AND JURISDICTION

8.1. This Agreement shall be governed by and construed in accordance with the laws of {{country_law_governing}}. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of {{country_jurisdiction_city}}.

9. ENTIRE AGREEMENT

9.1. This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter.

10. SIGNATURES

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

---------------------------- LICENSOR: {{Licensor_Company_Name}} By: _________________________ Name: {{Licensor_Signatory_Name}} Title: {{Licensor_Signatory_Title}}

---------------------------- LICENSEE: {{Licensee_Company_Name}} By: _________________________ Name: {{Licensee_Signatory_Name}} Title: {{Licensee_Signatory_Title}}