Licensee Oriented Software License Agreement

{{company_name}}

{{company_address}}

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

Licensee Oriented Software License Agreement

Licensee Oriented Software License Agreement

LICENSOR LETTERHEAD

{{licensor_company_name}}

{{licensor_company_address}}

Phone: {{licensor_phone}}

Email: {{licensor_email}}

Website: {{licensor_website}}

LICENSEE ORIENTED SOFTWARE LICENSE AGREEMENT

This Software License Agreement (the "Agreement") is entered into on this {{day}} day of {{month}}, {{year}} (the "Effective Date"),

BETWEEN:

{{licensor_company_name}}, a company duly incorporated and operating under the laws of {{country}}, with its principal place of business at {{licensor_company_address}} (hereinafter referred to as the "Licensor");

AND

{{licensee_company_name}}, a company duly incorporated and operating under the laws of {{country}}, with its principal place of business at {{licensee_company_address}} (hereinafter referred to as the "Licensee").

The Licensor and Licensee are hereinafter collectively referred to as the “Parties” and individually as a “Party”.

1. GRANT OF LICENSE

1.1. Subject to the terms and conditions of this Agreement, the Licensor hereby grants to the Licensee a non-exclusive, non-transferable, revocable license to use the software known as {{software_name}} (the "Software") and any associated documentation, for {{purpose_of_use}}.

1.2. This license is granted for use within the territory of {{territory_of_use}}.

1.3. The Licensee shall not be entitled to sub-license, assign, or otherwise transfer its rights under this Agreement without the prior written consent of the Licensor.

2. LICENSE FEES AND PAYMENT

2.1. In consideration for the license granted herein, the Licensee shall pay the Licensor a license fee of {{currency}} {{amount}} ({{amount_in_words}}) on {{payment_due_date}}.

2.2. All payments shall be made in {{currency}} to the bank account specified by the Licensor.

2.3. All fees are exclusive of any applicable taxes, which shall be borne by the Licensee.

3. INTELLECTUAL PROPERTY RIGHTS

3.1. The 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 sole property of the Licensor.

3.2. This Agreement does not transfer any ownership rights in the Software to the Licensee.

4. INDEMNITY

4.1. The Licensor shall indemnify and hold harmless the Licensee from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of any third-party claim that the Software, as provided by the Licensor and used in accordance with this Agreement, infringes any intellectual property rights of such third party.

4.2. The Licensee shall give prompt written notice to the Licensor of any such claim and shall cooperate with the Licensor in the defense and settlement thereof.

5. LIMITATION OF LIABILITY

5.1. Save for the indemnity provided in Clause 4, the Licensor's total liability to the Licensee for any and all claims arising out of or in connection with this Agreement, whether in contract, delict (tort) or otherwise, shall not exceed the total license fees paid by the Licensee to the Licensor under this Agreement during the twelve (12) month period immediately preceding the event giving rise to such claim.

5.2. In no event shall the Licensor be liable for any indirect, incidental, special, punitive, or consequential damages, including but not limited to loss of profits, data, or business interruption, even if advised of the possibility of such damages.

6. TERM AND TERMINATION

6.1. This Agreement shall commence on the Effective Date and shall continue in full force and effect for a period of {{term_duration}} unless terminated earlier in accordance with the provisions of this Agreement.

6.2. Either Party may terminate this Agreement by giving {{notice_period}} days' written notice to the other Party if the other Party commits a material breach of any of its obligations under this Agreement and fails to remedy such breach within {{cure_period}} days after receiving written notice thereof.

6.3. Upon termination of this Agreement for any reason, the Licensee shall immediately cease all use of the Software and, at the Licensor's option, return or destroy all copies of the Software and associated documentation.

7. GOVERNING LAW AND DISPUTE RESOLUTION

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

7.2. Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or invalidity thereof, shall be first attempted to be settled through good faith negotiations between the Parties.

7.3. If the dispute is not resolved through negotiation within {{negotiation_period}} days, the Parties agree to submit the dispute to mediation in {{city}}, {{country}}, in accordance with the rules of {{mediation_organisation}}.

7.4. If mediation is unsuccessful, the Parties agree to finally resolve the dispute by arbitration in {{city}}, {{country}}, in accordance with the rules of {{arbitration_organisation}} by a single arbitrator appointed in accordance with the said rules.

8. ENTIRE AGREEMENT

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

8.2. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties.

SIGNATURES

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the Effective Date.

LICENSOR:

_____________________________

Name: {{licensor_signatory_name}}

Title: {{licensor_signatory_title}}

Date: {{licensor_signature_date}}

LICENSEE:

_____________________________

Name: {{licensee_signatory_name}}

Title: {{licensee_signatory_title}}

Date: {{licensee_signature_date}}