Delaware Software License Agreement - Non-Exclusive

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                             This Software License Agreement is made between a company (licensor) that owns
                                                                                                           s
                             software and a company or individual that wants to license the company� software
                             (licensee). A license is a right to access and use the software pursuant to the specified
                             terms and conditions of the agreement. As drafted, this document contains clauses
                             pertaining to ownership, termination, warranty, limited liability, and confidentiality, but this
                             form can be modified to fit the specific needs of the drafting parties. This form should be
                             used by an individual or company located in Delaware when obtaining a non-exclusive
                             software license.
             ®




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                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 the “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 sublicense 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.

       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



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       LICENSEE'S REQUIREMENTS OR THAT THE OPERATION OF THE LICENSED
       SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE.

       4. Limitation of Liability

LICENSOR’S 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.

       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



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       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
          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 Licensor’s 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,
       Licensee must:

       a. immediately cease all use of the Licensed Software;

       b. promptly return to Licensor or destroy all copies of the Licensed Software that are in
          his/her possession or control;

       c. certify in writing that he/she has complied with ( a ) and ( b ) above.

       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;


© Copyright 2011 Docstoc Inc. registered document proprietary, copy not                 4
       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 the Licensed Software is finally adjudged to so
       infringe, or in Licensor’s 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,
arising out of, or resulting from, the exercise or practice of the license granted hereunder by
Licensee, its sublicensees, 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:




© Copyright 2011 Docstoc Inc. registered document proprietary, copy not              5
By:________________________________                    By:_________________________________

             (Signature)                                                  (Signature)



Name: ______________________________                  Name: ______________________________

Title: _______________________________                Title: _______________________________

Date :                                                 Date :




© Copyright 2011 Docstoc Inc. registered document proprietary, copy not                 6
                                            EXHIBIT A

                                    LICENSED SOFTWARE




© Copyright 2011 Docstoc Inc. registered document proprietary, copy not   7
                                            EXHIBIT B


                                         LICENSE FEES




© Copyright 2011 Docstoc Inc. registered document proprietary, copy not   8

				
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Description: This Software License Agreement is made between a company (licensor) that owns software and a company or individual that wants to license the company�s software (licensee). A license is a right to access and use the software pursuant to the specified terms and conditions of the agreement. As drafted, this document contains clauses pertaining to ownership, termination, warranty, limited liability, and confidentiality, but this form can be modified to fit the specific needs of the drafting parties. This form should be used by an individual or company located in Delaware when obtaining a non-exclusive software license.
This document is also part of a package Essential Delaware Legal Documents 142 Documents Included