Source Code License Agreement Fully Paid-Up, Royalty Free

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Phone: {{phone}} | Email: {{email}} | Web: {{website}}

Source Code License Agreement Fully Paid-Up, Royalty Free

Source Code License Agreement Fully Paid-Up, Royalty Free

{{company_name}} {{company_address}} {{phone}} {{email}} {{website}}

SOURCE CODE LICENSE AGREEMENT FULLY PAID-UP, ROYALTY FREE

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

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

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

Collectively, the Licensor and Licensee shall be referred to as the "Parties" and individually as a "Party".

RECITALS

WHEREAS, Licensor is the sole and exclusive owner of certain software programs, including all source code, object code, and related documentation (collectively, the "Source Code") as more fully described in Schedule A attached hereto.

WHEREAS, Licensee desires to obtain, and Licensor desires to grant, a fully paid-up, royalty-free, perpetual, worldwide, non-exclusive license to use, modify, reproduce, distribute, and sublicense the Source Code, 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 fully paid-up, royalty-free, perpetual, worldwide, non-exclusive, irrevocable license to:

(a) Use and reproduce the Source Code for its internal business purposes;

(b) Modify, enhance, adapt, and create derivative works from the Source Code;

(c) Reproduce, distribute, and sublicense the Source Code, and any modifications or derivative works thereof, in object code and/or source code form, to third parties;

(d) Port the Source Code to different platforms and operating systems.

1.2. The License granted herein includes all intellectual property rights associated with the Source Code, including but not limited to copyrights, trade secrets, and patents.

2. DELIVERY OF SOURCE CODE

2.1. Licensor shall deliver the complete Source Code to Licensee in an agreed-upon electronic format within {{days_of_delivery}} business days of the Effective Date. The delivery shall include all necessary documentation for the use, compilation, and understanding of the Source Code.

2.2. The Source Code shall be delivered via {{delivery_method}} to {{delivery_email_or_location}}.

3. OWNERSHIP

3.1. Licensor acknowledges and agrees that upon the full execution of this Agreement and payment of the License Fee (if applicable), all right, title, and interest in and to the Source Code, including all modifications and derivative works created by Licensee, shall vest solely and exclusively in Licensee.

3.2. Licensor expressly waives any moral rights it may have in the Source Code in favour of the Licensee.

4. REPRESENTATIONS AND WARRANTIES

4.1. Licensor represents and warrants that:

(a) It is the sole and exclusive owner of the Source Code and has the full right, power, and authority to grant the license hereunder;

(b) The Source Code does not infringe upon any intellectual property rights of any third party;

(c) The Source Code is free from any viruses, malware, or other malicious code;

(d) It has not entered into any agreements that would restrict its ability to grant the license contemplated herein.

4.2. Licensee represents and warrants that it will use the Source Code in compliance with all applicable laws and regulations.

5. INDEMNIFICATION

5.1. Licensor shall indemnify, defend, and hold harmless Licensee from and against any and all claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or in connection with any breach of Licensor's representations or warranties set forth in this Agreement, or any claim that the Source Code infringes upon the intellectual property rights of a third party.

5.2. Licensee shall notify Licensor promptly in writing of any such claim and provide reasonable assistance to Licensor in its defense.

6. GOVERNING LAW AND DISPUTE RESOLUTION

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

6.2. Any dispute, controversy, or claim arising out of or in connection with this Agreement, including its existence, validity, interpretation, performance, breach, or termination, shall be referred to and finally resolved by arbitration in accordance with the rules of the Arbitration Foundation of Southern Africa (AFSA).

7. ENTIRE AGREEMENT

This Agreement, including any attached schedules, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, between the Parties.

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

LICENSOR:

By: _____________________________

Name: {{licensor_signatory_name}}

Title: {{licensor_signatory_title}}

Date: {{licensor_signature_date}}

LICENSEE:

By: _____________________________

Name: {{licensee_signatory_name}}

Title: {{licensee_signatory_title}}

Date: {{licensee_signature_date}}