Source Code License Agreement Fully Paid-Up, Royalty Free

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Source Code License Agreement Fully Paid-Up, Royalty Free

Source Code License Agreement Fully Paid-Up, Royalty Free

LICENSOR INFORMATION

{{Company_Name}}

{{Company_Address}}

Phone: {{Phone_Number}}

Email: {{Email_Address}}

Website: {{Website_URL}}

LICENSEE INFORMATION

Licensee Name: {{Licensee_Name}}

Licensee Address: {{Licensee_Address}}

Contact Person: {{Licensee_Contact_Person}}

Email: {{Licensee_Email}}

Phone: {{Licensee_Phone}}

AGREEMENT DATE

This Source Code License Agreement (hereinafter “Agreement”) is made and entered into on this {{Day_of_Month}} day of {{Month}}, {{Year}}.

RECITAL

WHEREAS, Licensor is the sole and exclusive owner of all rights, title, and interest in and to the proprietary software identified as {{Software_Name}} (hereinafter “Software”), including its source code, object code, documentation, and all related intellectual property rights (hereinafter “Source Code”).

WHEREAS, Licensee desires to obtain a license to use and modify the Source Code for its internal business operations and for the development of derivative works, and Licensor is willing to grant such a license under the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

GRANT OF LICENSE

1.1. Licensor hereby grants to Licensee a non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free license to use, reproduce, modify, prepare derivative works of, publicly display, publicly perform, sublicense, and distribute the Source Code, in whole or in part, subject to the terms and conditions of this Agreement.

1.2. This license includes the right to incorporate the Source Code into other software, products, or services developed by Licensee, and to distribute such incorporated Source Code as part of those products or services.

1.3. Licensee may sublicense its rights under this Agreement to third parties, provided that such sublicenses are consistent with the terms of this Agreement.

NO ROYALTIES OR FURTHER PAYMENTS

2.1. This is a fully paid-up and royalty-free license. Licensee shall not be required to pay any further license fees, royalties, or other compensation to Licensor for the use or distribution of the Source Code as permitted by this Agreement.

OWNERSHIP OF INTELLECTUAL PROPERTY

3.1. Licensor retains all rights, title, and interest in and to the original Source Code. This Agreement does not transfer ownership of the Source Code to Licensee.

3.2. Licensee shall own all rights, title, and interest in and to any modifications or derivative works created by Licensee based on the Source Code, provided that such modifications or derivative works do not infringe upon any existing intellectual property rights of the Licensor in the original Source Code.

WARRANTY AND DISCLAIMER

4.1. Licensor represents and warrants that it has the full right, power, and authority to grant the licenses granted herein and that the Source Code, to the best of its knowledge, does not infringe upon any third-party intellectual property rights.

4.2. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 4.1, 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. LICENSOR DOES NOT WARRANT THAT THE SOURCE CODE WILL MEET LICENSEE’S REQUIREMENTS OR THAT ITS OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE.

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, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (A) THE USE OR INABILITY TO USE THE SOURCE CODE; (B) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN.

5.2. IN NO EVENT SHALL LICENSOR’S AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SOURCE CODE EXCEED THE AMOUNT PAID BY LICENSEE FOR THE LICENSE, IF ANY.

GOVERNING LAW

6.1. This Agreement shall be governed by and construed in accordance with the laws of {{Country_Name}}, without regard to its conflict of laws principles.

ENTIRE AGREEMENT

7.1. This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, of the parties.

SIGNATURES

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

LICENSOR:

_____________________________

By: {{Licensor_Signatory_Name}}

Title: {{Licensor_Signatory_Title}}

LICENSEE:

_____________________________

By: {{Licensee_Signatory_Name}}

Title: {{Licensee_Signatory_Title}}