Exclusive Software
License Agreement
This Exclusive Software License Agreement can be used by
Individuals/Company interested in obtaining exclusive software
license, and also, by companies wishing to grant exclusive software
license for the purposes of using or refraining to use it in the manner
specified.
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
risk. Docstoc, its employees or contractors who wrote or modified any form, are NOT providing legal or any other
kind of advice and are not creating or entering into an Attorney-Client relationship. The information and forms
are not a substitute for the advice of your own attorney. Subject to our Terms of Service
(http://www.docstoc.com/popterm.aspx?page_id=15). See back cover page and read more here
(http://www.docstoc.com/popterm.aspx?page_id=114) for additional disclaimers and more. This document is
not approved, endorsed by, or affiliated with any State, or governmental or licensing entity.
Copyright 2011 © Docstoc, Inc., 2010, 2011
© Entire document Docstoc Inc. registered document proprietary, copy not 1
Attorney Drafted
EXCLUSIVE SOFTWARE LICENSE AGREEMENT
THIS EXCLUSIVE SOFTWARE LICENSE AGREEMENT ("Agreement") is made and
effective this _____ [Month] _____ [Date], 20____, by and between ______________________
[Instruction: Insert the name of company] with headquarters located at
_______________________________________ [Instruction: Insert the address of company]
(hereinafter "Licensor") and _____________________________ [Instruction: Insert the name
of Individual/Company] located at _____________________________________ [Instruction:
Insert the Address of Individual/Company] (hereinafter "Licensee"). The Licensor and the
Licensee may individually be referred to as “Party”, or, collectively as “Parties”.
WHEREAS, Licensor is the owner of, and interested in granting exclusive license for the
use of, the software to the Licensee; and
WHEREAS, Licensee is interested in obtaining 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 exclusive and
non-transferable license to use the software as specified in Exhibit A attached hereto
(hereinafter “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. 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 accept the Licensed Software "AS IS." Licensor
PROVIDES NO WARRANTIES AS TO THE FUNCTION OR USE OF THE LICENSED
SOFTWARE WHETHER EXPRESSES, 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 “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.
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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).
7. Protection of Software
Licensee agrees to respect and not to remove, obliterate, or cancel from view any copyright,
trademark, confidentiality or other proprietary notice, mark, or legend appearing on any of
the Licensed Software or output generated by the Licensed Software, and to reproduce and
include same on each copy of the Licensed Software. Licensee agrees not to modify, reverse
engineer, disassemble, or decompile the Licensed Software, or any portion thereof. Licensee
further shall secure and protect all Licensed Software consistent with maintenance of
Licensors proprietary rights therein.
8. 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.
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9. 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.
10. 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 copyright and
Licensor shall pay all costs, settlements and damages finally awarded; provided, that
Licensee promptly notifies Licensor 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 non infringing; 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. any modification or derivation of the Licensed Software not specifically authorized in
writing by Licensor or
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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.
11. Governing Law
This agreement is governed by the laws of the State of Nebraska [Instruction: Insert the
State in which company is registered or operate business] without regard to conflicts of
laws principles.
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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: ______________________________
_____ [Month] _____ [Date], 20____ _____ [Month] _____ [Date], 20____
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Exhibit A
LICENSED SOFTWARE
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Exhibit B
LICENSE FEES
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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)
"Docstoc is unable to and does not provide legal advice, and please further note that laws change and are
regularly amended, therefore, the names and section numbers of statutes within this document may not be
100% correct as they may be partially or wholly out of date and some relevant ones may have been omitted or
misinterpreted. You may wish to consult with your own attorney practicing in your state to confirm the
accuracy of statutory references."
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