Source Code License Agreement

Source Code License Agreement

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

Date: {{date}}

PARTIES

This Source Code License Agreement ("Agreement") is made and entered into as of {{date_of_agreement}} ("Effective Date") by and between:

Licensor:

{{licensor_company_name}}

Registration Number: {{licensor_registration_number}}

Address: {{licensor_address}}

(hereinafter referred to as "Licensor")

And

Licensee:

{{licensee_company_name}}

Registration Number: {{licensee_registration_number}}

Address: {{licensee_address}}

(hereinafter referred to as "Licensee")

Collectively, the Licensor and Licensee may be referred to as “the Parties”.

BACKGROUND

A. The Licensor is the sole and exclusive owner of certain proprietary source code as described in Schedule A (hereinafter referred to as "Source Code").

B. The Licensee desires to obtain a license to use, modify, and distribute the Source Code in accordance with the terms and conditions set forth in this Agreement.

C. The Licensor is willing to grant such a license to the Licensee, subject to the terms and conditions herein.

GRANT OF LICENSE

1.1. Subject to the terms and conditions of this Agreement, the Licensor hereby grants to the Licensee a {{exclusive/non-exclusive}}, {{transferable/non-transferable}}, {{revocable/irrevocable}}, {{worldwide/territory_specific}} license to:

(a) Use the Source Code for {{purpose_of_use}}.

(b) Modify and create derivative works of the Source Code.

(c) Distribute the Source Code, including any modifications or derivative works, as part of {{product_or_service}}.

1.2. The Licensee shall not sublicense, lease, rent, or otherwise transfer the Source Code or any rights granted hereunder to any third party without the prior written consent of the Licensor, except as expressly permitted herein.

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}}) {{payment_frequency}}.

2.2. All payments shall be made by {{payment_method}} to the Licensor's designated bank account as provided in writing.

2.3. Any taxes, duties, or other governmental charges arising from the payment of the license fees shall be borne by the Licensee.

INTELLECTUAL PROPERTY RIGHTS

3.1. The Licensee acknowledges that all intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in and to the Source Code, remain the sole and exclusive property of the Licensor.

3.2. The Licensee shall not challenge, contest, or assist any third party in challenging or contesting the Licensor's ownership of the Source Code.

3.3. The Licensee agrees to include appropriate copyright notices and other proprietary markings of the Licensor on all copies of the Source Code, including any modifications or derivative works.

CONFIDENTIALITY

4.1. The Licensee acknowledges that the Source Code contains confidential and proprietary information of the Licensor.

4.2. The Licensee agrees to maintain the confidentiality of the Source Code and not disclose it to any third party without the prior written consent of the Licensor, except to employees or contractors who have a need to know and are bound by similar confidentiality obligations.

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

WARRANTIES AND DISCLAIMERS

5.1. The Licensor warrants that it has the full power and authority to enter into this Agreement and to grant the license contemplated herein.

5.2. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SOURCE CODE IS PROVIDED "AS IS" AND THE LICENSOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

LIMITATION OF LIABILITY

6.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OF THE SOURCE CODE, EVEN IF THE LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

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, and expenses, including reasonable attorneys' fees, arising out of or in any way connected with the Licensee's use of the Source Code, breach of this Agreement, or infringement of any third-party intellectual property rights.

GOVERNING LAW AND DISPUTE RESOLUTION

8.1. This Agreement shall be governed by and construed in accordance with the laws of {{country_of_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 resolved by arbitration in accordance with the rules of {{arbitration_body}}.

8.3. The seat of the arbitration shall be {{city}}, {{country_of_jurisdiction}}.

8.4. The language of the arbitration shall be English.

TERMINATION

9.1. This Agreement may be terminated by either Party upon written notice to the other Party if the other Party materially breaches any provision of this Agreement and fails to cure such breach within {{number_of_days}} days after receiving written notice thereof.

9.2. Upon termination, the Licensee shall immediately cease all use of the Source Code and, at the Licensor's option, either return or destroy all copies of the Source Code and any derivative works.

GENERAL PROVISIONS

10.1. Entire Agreement: This Agreement constitutes the entire agreement between the Parties and supersedes all prior and contemporaneous agreements, proposals, and representations, whether written or oral, concerning its subject matter.

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

10.4. Assignment: Neither Party may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the other Party.

10.5. Notices: All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, sent by registered mail, or transmitted by email to the addresses specified herein or as otherwise designated by either Party in writing.

SIGNATURES

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

LICENSOR:

_____________________________

Name: {{licensor_signatory_name}}

Title: {{licensor_signatory_title}}

LICENSEE:

_____________________________

Name: {{licensee_signatory_name}}

Title: {{licensee_signatory_title}}