Licensee Oriented Software License Agreement

COMPANY LETTERHEAD

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

SOFTWARE LICENSE AGREEMENT

This Software License Agreement ('Agreement') is made and entered into on this {{day}} day of {{month}}, {{year}}, 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').

collectively referred to as the 'Parties' and individually as 'Party'.

RECITALS

WHEREAS, Licensor is the sole and exclusive owner of certain software known as '{{software_name}}' (hereinafter referred to as the 'Software'); and

WHEREAS, Licensee desires to obtain a non-exclusive license to use the Software, and Licensor is willing to grant such a license, subject to the terms and conditions set forth in this Agreement.

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 solely for Licensee's internal business operations at {{licensee_location}}.

1.2. The Licensee shall not sublicense, lease, rent, or otherwise transfer the Software or any rights therein to any third party without the prior written consent of the Licensor.

1.3. The Licensee shall not reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software.

2. INTELLECTUAL PROPERTY RIGHTS

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

2.2. This Agreement does not transfer any right, title, or interest in the intellectual property of the Software to the Licensee, other than the limited license explicitly granted herein.

3. FEES AND PAYMENT

3.1. In consideration for the license granted, Licensee shall pay Licensor a license fee of {{license_fee_currency}} {{license_fee_amount}} on or before {{payment_due_date}}.

3.2. All payments shall be made in {{payment_currency}} to the bank account specified by Licensor from time to time. Any late payments may incur interest at a rate of {{interest_rate}}% per month.

4. WARRANTIES AND DISCLAIMERS

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

4.2. THE SOFTWARE IS PROVIDED 'AS IS', WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL BE ERROR-FREE OR OPERATE WITHOUT INTERRUPTIONS.

5. LIMITATION OF LIABILITY

5.1. IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, ARISING FROM LICENSEE'S USE OF THE SOFTWARE OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT.

5.2. LICENSOR'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT OF THE LICENSE FEES PAID BY LICENSEE TO LICENSOR HEREUNDER.

6. TERMINATION

6.1. This Agreement shall commence on the Effective Date and shall continue in full force and effect until terminated as provided herein.

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 after receiving written notice of the breach.

6.3. Upon termination, Licensee shall immediately cease all use of the Software and shall destroy all copies of the Software in its possession or control.

7. GOVERNING LAW AND DISPUTE RESOLUTION

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

7.2. 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 {{arbitration_body}} at {{arbitration_location}}.

8. ENTIRE AGREEMENT

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

SIGNATURES

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

_____________________________

For and on behalf of {{licensor_company_name}}

Name: {{licensor_signer_name}}

Title: {{licensor_signer_title}}

_____________________________

For and on behalf of {{licensee_company_name}}

Name: {{licensee_signer_name}}

Title: {{licensee_signer_title}}