Software License Agreement
– Non- Exclusive
This Software License Agreement can be used by Individuals/Company
ocstoc Legal Agreements
obtaining rights to software on exclusive basis.
ALL INFORMATION AND FORMS ARE PROVIDED “AS IS” WITHOUT ANY EXPRESS OR IMPLIED
WARRANTY, INCLUDING AS TO LEGAL EFFECT OR COMPLETENESS. They are for guidance and should be
modified by you or your attorney to meet your specific needs and the laws of your state. Use at your own
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kind of advice and are not creating or entering into an Attorney-Client relationship. The information and forms
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(http://www.docstoc.com/popterm.aspx?page_id=15). See back cover page and read more here
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Entire document © Docstoc, Inc., 2010, 2011
Attorney Drafted
© Copyright 2011 Docstoc Inc. registered document proprietary, copy not 1
SOFTWARE LICENSE AGREEMENT – NON EXCLUSIVE
THIS SOFTWARE LICENSE AGREEMENT ("Agreement") is made and effective this
_____ [Month] ___ [Date], 20__ [Year], by and between ____________________[Instruction:
Insert the name of company] with headquarters located at
__________________________________ [Instruction: Insert the address of company]
(hereinafter referred to as "Licensor") and __________________ [Instruction: Insert the name
of Individual/Company] located at ________________________________ [Instruction:
Insert the Address of Individual/Company] (hereinafter referred to as "Licensee").
WHEREAS, Licensor is the owner of, and interested in granting non-exclusive license for the
use of, the software to the Licensee; and
WHEREAS, Licensee is interested in obtaining non-exclusive license for the software from the
Licensor;
NOW, THEREFORE, in consideration of the mutual agreements and covenants herein
contained, the parties hereto agree as follows:
1. Grant of License
Subject to the terms and conditions of the agreement Licensee is granted a non-exclusive
and non-transferable license to use the software as specified in Exhibit A attached hereto
(hereinafter referred to as “Licensed Software”). Licensee may install the Licensed
Software on one or more computer. Licensee may use the Licensed Software in
executable format for its own use, and may translate or modify the Licensed Software or
incorporate it into other software. Licensee may not, however, transfer or sub license the
Licensed Software to any third party, in whole or in part, in any form, whether modified
or unmodified. Licensee may make copies of the Licensed Software solely for backup or
archival purposes only. Licensee shall agree to maintain records of the number and the
location of all copies of the Licensed Software and make such records available upon
request.
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2. Ownership
The original and any copies of the Licensed Software made by Licensee, including
translations, compilations, partial copies, modifications, and updates, shall be the
property of Licensor.
3. Warranty Disclaimer
Licensor licenses and the Licensee accepts the Licensed Software "AS IS." Licensor
PROVIDES NO WARRANTIES AS TO THE FUNCTION OR USE OF THE
LICENSED SOFTWARE WHETHER EXPRESS, IMPLIED, OR STATUTORY,
INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE. THE ENTIRE
RISK AS TO THE QUALITY AND PERFORMANCE OF THE LICENSED
SOFTWARE IS WITH LICENSEE. LICENSOR DOES NOT WARRANT THAT THE
FUNCTIONS CONTAINED IN THE LICENSED SOFTWARE WILL MEET
LICENSEE'S REQUIREMENTS OR THAT THE OPERATION OF THE LICENSED
SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE.
4. Limitation of Liability
LICENSORS LIABILITY TO LICENSEE UNDER ANY PROVISIONS OF THIS
AGREEMENT FOR DAMAGES FINALLY AWARDED SHALL BE LIMITED TO
THE AMOUNTS ACTUALLY PAID HEREUNDER BY LICENSEE TO LICENSOR.
LICENSOR IS NOT LIABLE TO LICENSEE FOR ANY DAMAGES, INCLUDING
COMPENSATORY, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR
CONSEQUENTIAL DAMAGES, CONNECTED WITH OR RESULTING FROM THIS
LICENSE AGREEMENT OR LICENSEE'S USE OF THIS LICENSED SOFTWARE.
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5. Fees and Payment
Licensee shall pay, upon delivery of the Licensed Software, the license fees set forth in
Exhibit B attached hereto (hereinafter referred to as “LICENSE FEES ”). However,
License Fees do not include any shipping, duties, bank fees, sales, use, excise or similar
taxes due. If Licensor is required to pay any such amounts, Licensee shall reimburse
Licensor in full.
6. Confidentiality
Licensee hereby acknowledges and agrees that the Licensed Software constitutes and
contains valuable proprietary products and trade secrets of Licensor and/or its suppliers,
embodying substantial creative efforts and confidential information, ideas, and
expressions. Accordingly, Licensee agrees to treat (and take precautions to ensure that its
employees treat) the Licensed Software as confidential in accordance with the
confidentiality requirements and conditions set forth below. Each party agrees to keep
confidential all confidential information disclosed to it by the other party in accordance
herewith, and to protect the confidentiality thereof in the same manner it protects the
confidentiality of similar information and data of its own (at all times exercising at least a
reasonable degree of care in the protection of confidential information); provided,
however, that neither party shall have any such obligation with respect to use of
disclosure to others not parties to this Agreement of such confidential information as can
be established to:
a. have been known publicly;
b. have been known generally in the industry before communication by the disclosing
party to the recipient;
c. have become know publicly, without fault on the part of the recipient, subsequent to
disclosure by the disclosing party;
d. have been known otherwise by the recipient before communication by the disclosing
party; or
e. have been received by the recipient without any obligation of confidentiality from a
source (other than the disclosing party) lawfully having possession of such
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information. Licensee acknowledges that the unauthorized use, transfer or disclosure
of the Licensed Software or copies thereof will
i. substantially diminish the value of the trade secrets and other proprietary
interests that are the subject of this Agreement;
ii. render Licensors remedy at law for such unauthorized use, disclosure or
transfer inadequate; and
iii. cause irreparable injury in a short period of time. If Licensee breaches any of
its obligations with respect to the use or confidentiality of the Licensed
Software, Licensor shall be entitled to equitable relief to protect its interests
therein, including, but not limited to, preliminary and permanent injunctive
relief.
7. Export control and regulations
Software being subject to the export control laws and regulations of the United States,
including the U.S. Departments of Commerce and State, which prohibit export or
diversion of certain technical products to certain countries, Licensee warrants that it will
comply in all respect with the export and re-export restrictions set forth in the export
license for the Licensed Software and all other applicable export regulations. Licensee
agrees to indemnify and hold Licensor harmless from any loss, damages, liability or
expenses incurred by Licensor as a result of Licensee's failure to comply with any export
regulations or restrictions.
8. Termination
Licensor may terminate this Agreement if Licensee is in default of any of the terms and
conditions of this Agreement and fails to correct such default within _____ [◊ ten(10)]
days after written notice thereof from Licensor. If and when the agreement is
terminated the Licensee must
a. immediately cease all use of the Licensed Software;
b. promptly return to Licensor or destroy all copies of Licensed Software that
are in his possession or control;
c. certify in writing that he has complied with ( a ) and ( b ) above.
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9. Patent and Copyright Indemnity
Licensor shall indemnify, hold harmless and defend Licensee against any action brought
against Licensee to the extent that such action is based on a claim that the unmodified
Licensed Software, when used in accordance with this Agreement, infringes a patent or
copyright and Licensor shall pay all costs, settlements and damages finally awarded;
provided, that Licensee promptly notifies institution in writing of any claim, gives
Licensor sole control of the defense and settlement thereof and provides all reasonable
assistance in connection therewith. If Licensed Software is finally adjudged to so
infringe, or in Licensors opinion is likely to become the subject of such a claim, Licensor
shall, at its option, either:
a. procure for Licensee the right to continue using the Licensed Software;
b. modify or replace the Licensed Software to make it noninfringing; or
c. refund the fee paid, less reasonable depreciation, upon return of the
Licensed Software.
Licensor shall have no liability regarding any claim arising out of:
a. use of other than a current, unaltered release of the Licensed Software unless the
infringing portion is also in the then current, unaltered release,
b. use of the Licensed Software in combination with non-Licensor software, data or
equipment if the infringement was caused by such use or combination,
c. any modification or derivation of the Licensed Software not specifically authorized
in writing by Licensor or
d. use of third party software.
The foregoing states the entire liability of Licensor and the exclusive remedy for
licensee relating to infringement or claims of infringement of any copyright or
other proprietary right by the Licensed Software. Except for the foregoing
infringement claims, Licensee shall indemnify and hold harmless Licensor, their
agents, officers and employees from and against any claims, demands, or causes
of action whatsoever, including without limitation those arising on account of
Licensee's modification or enhancement of the Licensed Software or otherwise
caused by, or arising out of, or resulting from, the exercise or practice of the
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license granted hereunder by Licensee, its sub licensees, if any, its subsidiaries or
their officers, employees, agents or representatives.
10. Governing Law
This agreement is governed by the laws of the State of ___________ [Instruction: Insert
the State in which Company is registered or operate business] without regard to
conflicts of laws principles.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the
Effective Date.
LICENSEE: LICENSOR:
By:________________________________ By:_________________________________
(Signature) (Signature)
Name: ______________________________ Name: ______________________________
Title: _______________________________ Title: _______________________________
Date : Date :
© Copyright 2011 Docstoc Inc. registered document proprietary, copy not 7
EXHIBIT A
LICENSED SOFTWARE
© Copyright 2011 Docstoc Inc. registered document proprietary, copy not 8
EXHIBIT B
LICENSE FEES
© Copyright 2011 Docstoc Inc. registered document proprietary, copy not 9
Note: Carefully read and follow the Instructions and Comments contained in this document for
your customization to suit your specific circumstances and requirements. You will want to
delete the Instructions and Comments from open bracket (“[“) to close bracket (“]”) after
reading and following them. You (or your attorney) may want to make additional modifications
to meet your specific needs and the laws of your state
◊Where within this document you see this symbol: ◊ or an instruction states “Insert any number you choose◊,”
or something similar, or there is a blank for the user to complete, please note that although Docstoc believes the
information or number may be any that the user chooses, and that there is no law governing what the
information or number should be, you might want to verify this, including by consulting with your own attorney
practicing in your state, and be reasonable.
INFORMATION AND FORMS ARE PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTY
OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OF
INTELLECTUAL PROPERTY, OR FITNESS FOR ANY PARTICULAR PURPOSE. IN NO EVENT SHALL
DOCSTOC, INC., OR ITS AGENTS, OFFICERS, ATTORNEYS, ETC., BE LIABLE FOR ANY DAMAGES
WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS
INTERRUPTION, LOSS OF INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE THE
MATERIALS, EVEN IF DOCSTOC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Your use of this document is deemed to be your agreement to the foregoing, the disclaimers on the cover page,
and that you have read and agree to our Terms of Service
(http://www.docstoc.com/popterm.aspx?page_id=15), as well as our disclaimer that Legal information is not
legal advice, and the important content available here: Read More
(http://www.docstoc.com/popterm.aspx?page_id=114)
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