Licensor Oriented Software License Agreement

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{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

SOFTWARE LICENSE AGREEMENT

This Software License Agreement ("Agreement") is entered into on this {{date}} 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, the Licensor and Licensee shall be referred to as “Parties” and individually as “Party.”

1. DEFINITIONS

1.1. "Software" refers to the proprietary software product(s) developed and owned by the Licensor, as specified in Schedule A, including all related documentation, updates, and modifications.

1.2. "License" refers to the non-exclusive, non-transferable right granted by the Licensor to the Licensee to use the Software in accordance with the terms and conditions of this Agreement.

1.3. "Effective Date" refers to the date this Agreement is signed by both Parties.

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, revocable, limited license to use the Software solely for its internal business operations at the designated location(s) specified in Schedule B.

2.2. The Licensee shall not sublicense, lease, rent, loan, redistribute, or otherwise transfer the Software to any third party without the express prior written consent of the Licensor.

2.3. The Licensee explicitly acknowledges that it acquires no ownership rights in the Software, and all intellectual property rights related to the Software shall remain with the Licensor.

3. LICENSE FEES

3.1. In consideration for the License granted herein, the Licensee shall pay the Licensor a license fee of {{license_fee_amount}} ({{license_fee_currency}}) as a one-time payment / in {{number_of_installments}} installments / on a recurring basis as per Schedule C.

3.2. All payments shall be made within {{payment_days}} days of the invoice date. Late payments may accrue interest at a rate of {{interest_rate}}% per annum or the maximum rate permitted by law, whichever is lower.

3.3. All fees are exclusive of any sales, use, excise, or other similar taxes, duties, or other governmental charges, which shall be borne solely by the Licensee.

4. LICENSEE'S OBLIGATIONS

4.1. The Licensee shall use the Software strictly in accordance with the user documentation provided by the Licensor.

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

4.3. The Licensee shall implement and maintain appropriate security measures to protect the Software from unauthorized access, use, or disclosure.

4.4. The Licensee shall promptly notify the Licensor of any unauthorized use or infringement of the Software that comes to its attention.

5. TERM AND TERMINATION

5.1. This Agreement shall commence on the Effective Date and shall continue for a period of {{term_duration}} unless terminated earlier in accordance with the provisions herein.

5.2. The Licensor may terminate this Agreement immediately upon written notice to the Licensee if the Licensee breaches any material provision of this Agreement and fails to cure such breach within {{cure_period_days}} days of receiving written notice thereof.

5.3. Upon termination of this Agreement for any reason, the Licensee shall immediately cease all use of the Software, destroy all copies of the Software, and certify such destruction in writing to the Licensor.

6. INDEMNIFICATION

6.1. The Licensee shall indemnify, defend, and hold harmless the Licensor, its officers, directors, employees, and agents from and against any and all claims, demands, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with the Licensee's use of the Software, breach of this Agreement, or violation of any applicable laws or regulations.

7. LIMITATION OF LIABILITY

7.1. To the maximum extent permitted by applicable law, in no event shall the Licensor be liable for any indirect, incidental, special, consequential, or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from (i) the Licensee's access to or use of or inability to access or use the Software; (ii) any conduct or content of any third party on the Software; (iii) any content obtained from the Software; and (iv) unauthorized access, use or alteration of the Licensee's transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.

7.2. The Licensor’s total cumulative liability to the Licensee for any and all claims arising out of or in connection with this Agreement shall not exceed the total amount of license fees paid by the Licensee to the Licensor during the twelve (12) month period immediately preceding the event giving rise to the claim.

8. GOVERNING LAW AND DISPUTE RESOLUTION

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

8.2. 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}} in {{arbitration_city}}, {{arbitration_country}}.

9. ENTIRE AGREEMENT

This Agreement, including all schedules and attachments hereto, constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or representations, whether written or oral, concerning its subject matter.

10. SIGNATURE BLOCK

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

LICENSOR:

_____________________________

By: {{licensor_authorized_signatory_name}}

Title: {{licensor_authorized_signatory_title}}

Date: {{licensor_signature_date}}

LICENSEE:

_____________________________

By: {{licensee_authorized_signatory_name}}

Title: {{licensee_authorized_signatory_title}}

Date: {{licensee_signature_date}}