Source Code License Agreement Short Form

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SOURCE CODE LICENSE AGREEMENT - SHORT FORM

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

**LICENSOR:** {{licensor_name}}, a company duly incorporated and existing under the laws of {{licensor_jurisdiction}}, with its principal place of business at {{licensor_address}} (hereinafter 'Licensor').

AND

**LICENSEE:** {{licensee_name}}, a company duly incorporated and existing under the laws of {{licensee_jurisdiction}}, with its principal place of business at {{licensee_address}} (hereinafter 'Licensee').

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, reproduce, modify, and create derivative works of the source code specified in Schedule A (the 'Source Code') for the sole purpose of {{purpose_of_use}} (the 'Permitted Use').

1.2. This license is granted for the term commencing on the Effective Date and continuing until {{termination_date_or_event}}.

2. Restrictions

2.1. Licensee shall not sublicense, distribute, lease, rent, or otherwise transfer the Source Code or any derivative works thereof to any third party without the prior written consent of Licensor.

2.2. Licensee shall not reverse engineer, decompile, or disassemble the Source Code, except to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.

3. Ownership

3.1. Licensor retains all right, title, and interest in and to the Source Code, including all intellectual property rights related thereto. Nothing in this Agreement shall be construed as a transfer of ownership of the Source Code to Licensee.

3.2. Licensee agrees to preserve any and all copyright notices and other proprietary legends on the Source Code and any copies thereof.

4. Warranties and Disclaimers

4.1. Licensor warrants that it has the full right and authority to grant the license contemplated herein.

4.2. EXCEPT AS EXPRESSLY PROVIDED IN CLAUSE 4.1, THE SOURCE CODE 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. LICENSOR DOES NOT WARRANT THAT THE SOURCE CODE WILL BE ERROR-FREE OR THAT ITS USE WILL BE UNINTERRUPTED.

5. Limitation of Liability

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

5.2. LICENSOR'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE LICENSE FEES PAID BY LICENSEE TO LICENSOR PURSUANT TO THIS AGREEMENT, WHICH IS {{license_fee_amount}} {{currency}}.

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

7. Entire Agreement

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

7.2. Any modification to this Agreement must be in writing and signed by duly authorized representatives of both Parties.

8. Schedule A - Description of Source Code

{{description_of_source_code}}

Signature Block

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

**LICENSOR**

By: ___________________________

Name: {{licensor_signer_name}}

Title: {{licensor_signer_title}}

Date: {{licensor_signature_date}}

**LICENSEE**

By: ___________________________

Name: {{licensee_signer_name}}

Title: {{licensee_signer_title}}

Date: {{licensee_signature_date}}