Source Code License Agreement Fully Paid-Up, Royalty Free

{{company_name}}

{{company_address}}

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: {{phone}}

Email: {{email}}

Website: {{website}}

SOURCE CODE LICENSE AGREEMENT FULLY PAID-UP, ROYALTY-FREE

This Source Code License Agreement (hereinafter referred to as the "Agreement") is entered into on this {{date}} day of {{month}}, {{year}} (the "Effective Date"),

BETWEEN:

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

''''(Each a 'Party' and collectively the 'Parties')''''

1. DEFINITIONS

1.1 "Licensed Software" means the source code for the software product known as "{{software_name}}", including all components, modules, libraries, and associated documentation, as described in Schedule A.

1.2 "Source Code" means the human-readable programming language instructions of the Licensed Software, including all comments and procedural code, and all related specification documents, design documents, flowcharts, and other materials necessary to understand, modify, and maintain the Licensed Software.

1.3 "Effective Date" means the date first written above.

2. GRANT OF LICENSE

2.1 Licensor hereby grants to Licensee, and Licensee hereby accepts, a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, and royalty-free license to use, reproduce, modify, adapt, prepare derivative works of, publicly display, publicly perform, sublicense, and distribute the Source Code of the Licensed Software.

2.2 This license includes the right to incorporate the Source Code, in whole or in part, into other software products developed by Licensee, and to distribute such derivative works under Licensee's own terms and conditions.

3. CONSIDERATION

3.1 In consideration for the license granted herein, Licensee shall pay Licensor a one-time, fully paid-up license fee of {{currency}}{{amount}} ({{amount_in_words}}) on or before {{payment_due_date}}.

3.2 The Parties acknowledge that this fee constitutes full and final payment for all rights granted under this Agreement, and no further royalties, fees, or payments shall be due from Licensee to Licensor in connection with the Licensed Software or its use, modification, or distribution.

4. INTELLECTUAL PROPERTY RIGHTS

4.1 Licensor acknowledges and agrees that all right, title, and interest in and to the Licensed Software, including all intellectual property rights therein, shall remain with Licensor, except for the license rights expressly granted to Licensee herein.

4.2 Licensee acknowledges and agrees that all right, title, and interest in and to any modifications, enhancements, or derivative works created by Licensee based on the Licensed Software shall be owned by Licensee, provided that such ownership does not infringe upon Licensor's underlying intellectual property rights in the original Licensed Software.

5. WARRANTIES

5.1 Licensor warrants that it has the full right, power, and authority to grant the license set forth in this Agreement.

5.2 Licensor warrants that the Licensed Software, to the best of its knowledge, does not infringe upon any third-party intellectual property rights.

5.3 THE LICENSED 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. IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT, OR OTHERWISE, ARISING FROM, OUT OF, OR IN CONNECTION WITH THE LICENSED SOFTWARE OR THE USE OR OTHER DEALINGS IN THE LICENSED SOFTWARE.

5.4 Licensee acknowledges that it has been provided with a reasonable opportunity to examine the Source Code and has satisfied itself as to its functionality and suitability for its intended purpose.

6. CONFIDENTIALITY

6.1 Both Parties agree to treat the Source Code and any information related to its design, features, and functionality as confidential information.

6.2 Neither Party shall disclose such confidential information to any third party without the prior written consent of the other Party, except as required by law or as necessary for the exercise of the rights granted under this Agreement, subject to appropriate non-disclosure obligations.

7. GOVERNING LAW AND DISPUTE RESOLUTION

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

7.2 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 administered by {{arbitration_body}} in accordance with its Rules for the time being in force, which rules are deemed to be incorporated by reference into this clause. The seat of the arbitration shall be {{arbitration_city}}, {{arbitration_country}}. The language of the arbitration shall be English.

8. ENTIRE AGREEMENT

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

9. SIGNATURES

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

______________________________________

Licensor ({{licensor_company_name}})

Name: {{licensor_authorized_signatory_name}}

Title: {{licensor_authorized_signatory_title}}

Date:

______________________________________

Licensee ({{licensee_company_name}})

Name: {{licensee_authorized_signatory_name}}

Title: {{licensee_authorized_signatory_title}}

Date:

SCHEDULE A: LICENSED SOFTWARE DESCRIPTION

Description of Licensed Software: {{description_of_software}}

Version: {{software_version}}

Key features: {{key_features}}

Dependencies: {{software_dependencies}}