Company Letterhead
{{company_name}}
{{company_address}}
Phone: {{phone}}
Email: {{email}}
Website: {{website}}
DEMONSTRATION SOFTWARE LICENSE AGREEMENT
This Demonstration Software License Agreement ("Agreement") is made effective as of {{effective_date}} ("Effective Date") between {{company_name}}, a company duly incorporated under the laws of [South Africa/Nigeria/Kenya], with its principal place of business at {{company_address}} ("Licensor"), and {{licensee_company_name}}, a company duly incorporated under the laws of [South Africa/Nigeria/Kenya], with its principal place of business at {{licensee_address}} ("Licensee").
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, limited license to use the demonstration software described in Schedule A ("Demonstration Software") solely for evaluation purposes, internal review, and to determine the suitability of the Demonstration Software for Licensee's business needs. This license is granted for a period commencing on the Effective Date and concluding on {{license_end_date}} ("License Term").
1.2. The Demonstration Software is provided solely for demonstration and evaluation purposes and not for commercial or production use. Licensee shall not use the Demonstration Software to provide services to third parties or for any revenue-generating activities.
2. Restrictions
2.1. Licensee shall not, directly or indirectly:
(a) copy, modify, adapt, translate, decompile, disassemble, reverse engineer, or attempt to derive the source code of the Demonstration Software;
(b) sell, rent, lease, sublicense, distribute, or otherwise transfer the Demonstration Software or any rights therein;
(c) remove, alter, or obscure any copyright, trademark, or other proprietary notices from the Demonstration Software;
(d) use the Demonstration Software in a manner that violates any applicable law or regulation, or any third-party rights.
2.2. Licensee acknowledges that the Demonstration Software may contain features or functionalities that are incomplete or in development and may not be fully functional or error-free.
3. Intellectual Property
3.1. Licensee acknowledges that all intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Demonstration Software are owned by Licensor or its licensors. This Agreement does not transfer any ownership rights to Licensee.
3.2. Licensee agrees to protect the confidentiality of the Demonstration Software and any related documentation and information.
4. Disclaimer of Warranty
4.1. THE DEMONSTRATION SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. LICENSOR DOES NOT WARRANT THAT THE DEMONSTRATION SOFTWARE WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT ALL DEFECTS WILL BE CORRECTED. LICENSOR MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY, OR ACCURACY OF THE DEMONSTRATION SOFTWARE.
5. Limitation of Liability
5.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR INABILITY TO USE THE DEMONSTRATION SOFTWARE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LICENSOR'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED {{liability_limit_currency}} {{liability_limit_amount}}.
6. Termination
6.1. This Agreement will terminate automatically upon the expiration of the License Term. Either party may terminate this Agreement immediately upon written notice if the other party breaches any material provision of this Agreement and fails to cure such breach within {{cure_period}} days after receiving written notice thereof.
6.2. Upon termination, Licensee shall immediately cease all use of the Demonstration Software and destroy all copies of the Demonstration Software and accompanying documentation 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 [South Africa/Nigeria/Kenya], without regard to its conflict of law principles.
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 [relevant arbitration body, e.g., Arbitration Foundation of Southern Africa (AFSA)] then in force. The arbitration shall be conducted in [e.g., Johannesburg, South Africa/Lagos, Nigeria/Nairobi, Kenya], and the language of the arbitration shall be English.
8. Entire Agreement
8.1. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or representations, whether written or oral, concerning its subject matter.
9. Signature Block
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.
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}}
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