Source Code License Agreement Short Form

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SOURCE CODE LICENSE AGREEMENT (SHORT FORM)

This Source Code License Agreement (the 'Agreement') is made effective as of {{effective_date}} (the 'Effective Date'), by and between:

{{licensor_company_name}}, a company duly incorporated under the laws of {{licensor_country}}, 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_country}}, with its principal place of business at {{licensee_address}} (hereinafter referred to as 'Licensee').

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, Licensor hereby grants to Licensee a non-exclusive, non-transferable, revocable license to use, reproduce, modify, and create derivative works of the source code specified in Schedule A (the 'Source Code') solely for the purpose of {{purpose_of_license}}.

1.2. The Licensee shall not sublicense, distribute, or otherwise transfer the Source Code or any derivative works thereof to any third party without the prior written consent of the Licensor.

2. OWNERSHIP

2.1. Licensee acknowledges that all right, title, and interest in and to the Source Code, including all intellectual property rights therein, remain with Licensor.

2.2. This Agreement does not transfer any ownership rights in the Source Code to Licensee.

3. CONFIDENTIALITY

3.1. Licensee agrees to keep the Source Code confidential and to protect it from unauthorized use, reproduction, or disclosure using at least the same degree of care as it uses to protect its own confidential information of a similar nature.

3.2. Licensee shall ensure that its employees, agents, and subcontractors who have access to the Source Code are bound by confidentiality obligations at least as stringent as those set forth herein.

4. LICENSE FEE

4.1. In consideration for the license granted herein, Licensee shall pay Licensor a one-time license fee of {{license_fee_amount}} ({{currency}}) on or before {{payment_due_date}}.

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

5. TERM AND TERMINATION

5.1. This Agreement shall commence on the Effective Date and remain in effect until terminated as provided herein.

5.2. Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches any of its obligations hereunder and fails to cure such breach within {{cure_period}} days after receipt of written notice thereof.

5.3. Upon termination, Licensee shall immediately cease all use of the Source Code and destroy all copies of the Source Code and any derivative works thereof in its possession or control, and provide written certification of such destruction to Licensor.

6. WARRANTY DISCLAIMER

6.1. THE SOURCE CODE IS PROVIDED 'AS IS' WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

6.2. LICENSOR DOES NOT WARRANT THAT THE SOURCE CODE WILL BE ERROR-FREE OR THAT ITS USE WILL BE UNINTERRUPTED.

7. LIMITATION OF LIABILITY

7.1. IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, OR USE, INCURRED BY LICENSEE OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR PERFORMANCE OF THE SOURCE CODE.

7.2. LICENSOR'S TOTAL CUMULATIVE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE LICENSE FEE PAID BY LICENSEE TO LICENSOR.

8. GOVERNING LAW AND DISPUTE RESOLUTION

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

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}}.

8.3. The seat of arbitration shall be {{arbitration_city}}, {{arbitration_country}}. The language of the arbitration shall be English.

9. ENTIRE AGREEMENT

9.1. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating to such subject matter.

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

_____________________________

By: {{licensor_signatory_name}}

Title: {{licensor_signatory_title}}

Licensor: {{licensor_company_name}}

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By: {{licensee_signatory_name}}

Title: {{licensee_signatory_title}}

Licensee: {{licensee_company_name}}

**SCHEDULE A: DESCRIPTION OF SOURCE CODE**

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