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Minnesota Software License Agreement - Non-Exclusive

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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 Minnesota when obtaining a non-exclusive software license.

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									Docstoc Legal Agreements




                             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 Minnesota when obtaining a non-exclusive
                             software license.
             ®




                           DISCLAIMERS: ALL INFORMATION AND FORMS ARE PROVIDED “AS IS” WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS, IMPLIED, OR
                           OTHERWISE, INCLUDING AS TO THEIR LEGAL EFFECT AND COMPLETENESS. They are for general guidance and should be modified by you o r your
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                           read more here (http://www.docstoc.com/popterm.aspx?page_id=114) for additional disclaimers and more. You also agree that if you are not the person
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                           approved, endorsed by, or affiliated with any State, or governmental or licensing entity.
                           Entire document copyright © Docstoc®, Inc., 2010 - 2013. All Rights Reserved
                    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.


       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




© Copyright 2011 Docstoc Inc. registered document proprietary, copy not              3
       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
           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;




© Copyright 2011 Docstoc Inc. registered document proprietary, copy not                  4
              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.


       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



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       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
               license granted hereunder by Licensee, its sub licensees, if any, its subsidiaries or
               their officers, employees, agents or representatives.




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         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

								
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