Source Code License Agreement

{{company_name}}

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

Source Code License Agreement

Source Code License Agreement

1. DEFINITIONS

1.1. "Agreement" means this Source Code License Agreement, including all schedules and appendices attached hereto.

1.2. "Confidential Information" means any and all technical and non-technical information disclosed by the Licensor to the Licensee, including but not limited to source code, object code, programming techniques and procedures, algorithms, designs, and research and development activities, which is designated as confidential or which, by its nature, would reasonably be considered confidential.

1.3. "Effective Date" means the date of the last signature to this Agreement.

1.4. "Licensed Software" means the software solution identified in Schedule A, including its source code, object code, documentation, and all derivative works thereof.

1.5. "Licensee" means {{licensee_company_name}}, a company duly incorporated in accordance with the laws of {{licensee_jurisdiction}}, with its principal place of business at {{licensee_address}}.

1.6. "Licensor" means {{licensor_company_name}}, a company duly incorporated in accordance with the laws of {{licensor_jurisdiction}}, with its principal place of business at {{licensor_address}}.

1.7. "Source Code" means the human-readable programming language instructions of the Licensed Software and all related system documentation, including comments and procedural code.

2. GRANT OF LICENSE

2.1. Subject to the terms and conditions of this Agreement, the Licensor hereby grants to the Licensee a non-exclusive, non-transferable, perpetual license to: (a) Use, reproduce, modify, adapt, translate, and create derivative works of the Source Code for internal business purposes; (b) Compile the Source Code into object code and to use such object code for internal business purposes; (c) Distribute the object code, in compiled form only, to third parties as an embedded component of the Licensee's products or services.

2.2. The Licensee shall not sublicense, sell, rent, lease, or otherwise transfer the Source Code or any derivative works thereof in source code form to any third party without the prior written consent of the Licensor.

3. INTELLECTUAL PROPERTY RIGHTS

3.1. The Licensee acknowledges that all intellectual property rights in and to the Licensed Software and Source Code remain the sole and exclusive property of the Licensor. Nothing in this Agreement shall be construed as transferring any ownership rights in the Source Code to the Licensee.

3.2. The Licensee shall not remove, alter, or obscure any copyright, trademark, or other proprietary rights notices from the Source Code or any copies thereof.

4. CONFIDENTIALITY

4.1. The Licensee agrees to maintain the confidentiality of the Source Code and all other Confidential Information of the Licensor with at least the same degree of care as it uses to protect its own confidential information, but in no event less than reasonable care.

4.2. The Licensee shall not disclose, copy, or permit the disclosure or copying of the Source Code or Confidential Information to any third party, except to employees, contractors, or agents who have a need to know such information for the purpose of exercising the rights granted under this Agreement and who are bound by obligations of confidentiality at least as restrictive as those contained herein.

4.3. The obligations of confidentiality shall survive the termination of this Agreement for a period of {{confidentiality_period_years}} years.

5. WARRANTIES AND DISCLAIMERS

5.1. The Licensor warrants that it has the full right and authority to grant the license contemplated by this Agreement.

5.2. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE LICENSED SOFTWARE AND SOURCE CODE ARE 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.

5.3. The Licensor does not warrant that the functions contained in the Licensed Software will meet the Licensee's requirements, or that the operation of the Licensed Software will be uninterrupted or error-free.

6. LIMITATION OF LIABILITY

6.1. IN NO EVENT SHALL THE LICENSOR BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE LICENSED SOFTWARE, EVEN IF THE LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7. INDEMNIFICATION

7.1. The Licensee agrees to indemnify, defend, and hold harmless the Licensor, its officers, directors, employees, and agents, from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with the Licensee's use of the Source Code or any breach of this Agreement.

8. TERM AND TERMINATION

8.1. This Agreement shall commence on the Effective Date and shall continue in perpetuity unless terminated earlier in accordance with the provisions of this clause.

8.2. Either party may terminate this Agreement immediately upon written notice if the other party breaches any material term or condition of this Agreement and fails to cure such breach within {{cure_period_days}} days of receiving written notice thereof.

9. GOVERNING LAW AND DISPUTE RESOLUTION

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

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 {{arbitration_institution}}.

9.3. The seat of the arbitration shall be {{arbitration_city}}.

10. GENERAL PROVISIONS

10.1. **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.

10.2. **Amendments:** No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

10.3. **Assignment:** The Licensee may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the Licensor.

10.4. **Severability:** If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

10.5. **Notices:** All notices required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, sent by registered mail, or by email to the addresses specified in this Agreement.

**LICENSOR:**

{{licensor_company_name}}

By: _________________________

Name: {{licensor_signatory_name}}

Title: {{licensor_signatory_title}}

Date: {{licensor_signature_date}}

**LICENSEE:**

{{licensee_company_name}}

By: _________________________

Name: {{licensee_signatory_name}}

Title: {{licensee_signatory_title}}

Date: {{licensee_signature_date}}