Docstoc Legal Agreements
This Software Evaluation Agreement is used by a software developer to grant a limited
license for the purpose of evaluating software. This agreement enables the licensee to use
the software in a specific manner to determine whether it meets the requirements of the
licensee and/or its customers. It does not give the licensee any ownership interest in the
software and protects the licensor's intellectual property rights in the software. This
document contains many of the standard provisions that are commonly included in these
types of agreements, and it may be customized to address the specific needs of the parties.
This should be used by a software company located in New York that licenses software for
evaluation purposes only.
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 modifi ed 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 enter ing into an Attorney-Client relationship. The information and forms
are not a substitute for the advice of your own attorney. Use of this document and our service are deemed to be your acknowledgement and agreement to
the following: The disclaimers and links on this page and the back page(s); our Terms of Service (http://www.docstoc.com/popterm.aspx?page_id=15), and
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
using the document and services that you will provide such person(s) who will be with these front and back disclaimer pages. This document is not
approved, endorsed by, or affiliated with any State, or governmental or licensing entity.
Entire document copyright © Docstoc®, Inc., 2010 - 2013. All Rights Reserved
SOFTWARE EVALUATION AGREEMENT
This Software Evaluation Agreement and the Schedules attached hereto (collectively, the
“Agreement”) is made as of this ________ [Month] __ [Date], 20__, (“Effective Date”) by and
between ______________________ [Instruction: Insert the name of Licensor] (“Licensor”),
having its principal place of business at _______________________________ [Instruction:
Insert the address of Licensor], and ______________________ [Instruction: Insert the name
of Licensee] (“Licensee”), having its principal place of business at
_______________________________ [Instruction: Insert the address of Licensee], hereby
agree as follows:
a) The term “Software” used herein is defined as machine-readable, machine-executable
versions of the Software specified in Schedule A and related materials, including
Documentation, media, binders, and printed materials, and any copies or portions thereof.
b) The term “Documentation” refers to all manuals, specifications, drawings, and
instructions furnished to Licensee for use with the Software.
c) The term “Designated Site” used herein shall mean the address where Licensee is
authorized to use the Software, as identified in Schedule A.
d) The term “License Fees” means the license fee(s) payable by Licensee pursuant to
Section 5 of this Agreement.
2. LICENSE GRANT
In consideration for the license and the rights granted herein, Licensee agrees to the terms
and conditions set forth herein.
Licensor grants to Licensee a personal, non-transferable, limited license to use the Software
at the Designated Site, as specified in Schedule A.
The evaluation period shall begin as of the date this license is executed by Licensor, and shall
remain in effect for the term specified in Schedule A hereto, unless terminated as provided
Licensee may request an extension to the evaluation period, which Licensor may grant at its
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This Agreement does not give Licensee any title or interest in the Software. Licensor
represents and Licensee agrees that the Software and all copyright, patent, and other
intellectual proprietary rights therein are the sole property of Licensor.
5. LICENSE FEES
As consideration for the evaluation license to use the Software granted to Licensee herein,
Licensee shall pay to Licensor the License Fees set forth in Schedule A.
Licensee shall not disclose any Software in any form to any third party without permission
Licensee agrees to protect the Software in a manner consistent with the protection afforded
its own proprietary information.
Licensee agrees to maintain and reproduce if necessary all Licensor’s trademarks, proprietary
notices, and copyright legends appearing on the Software and related materials.
The existence of any trademark or copyright notice on the Software products, their containers
or on terminal screens shall not be construed as an admission or presumption that the
software products have been made publicly available.
Licensee agrees that access to and use of the Software will be restricted to those persons who
require it in the course of evaluation.
7. USE OF SOFTWARE
The Software is to be used only to enable Licensee to determine whether the Software meets
the requirements of Licensee and/or its customers.
Licensee shall not print, or copy, in whole or in part, any Software licensed under this
Agreement, except for safekeeping and backup purposes.
All copies and modified versions of the Software shall be subject to the terms and conditions
of this Agreement.
Licensee agrees not to reverse engineer, disassemble, or decompile the Software in whole or
in part or otherwise attempt to reproduce the source code thereof or its equivalent.
Within ___________ (___) [◊ ten (10)] days of termination or expiration of this Agreement,
Licensee will at its expense, return to Licensor all materials provided under this Agreement.
If materials cannot be returned, Licensee shall notify Licensor in writing, and shall pay to
Licensor the fair market value for such materials.
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Any breach by Licensee of the obligations imposed by this license shall be deemed to be a
default. In the event of default, this license may be terminated. Such termination shall
become effective upon Licensee’s receipt of notification from Licensor. Within
___________ (___) [◊ ten (10)] days of such notice, Licensee shall provide written
certification that the Software and all information and data relating to said Software stored in
any CPU or other storage medium or facility which cannot be delivered to Licensor has been
9. LIMITED WARRANTY
Licensor warrants that (a) it is presently the true and lawful owner of the Software and that it
does not infringe upon the rights of anyone, and (b) During the term of this Agreement,
Licensor will have the full power and authority to license the Software to Licensee and
convey all other rights and licenses granted to Licensee under this Agreement.
EXCEPT AS STATED ABOVE, THE SOFTWARE IS PROVIDED “AS IS” WITHOUT
WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING THE
IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE. LICENSOR DOES NOT WARRANT THE PERFORMANCE
OR RESULTS LICENSEE MAY OBTAIN BY USING THE SOFTWARE AND
RELATED MATERIALS LICENSED HEREUNDER.
10. LIMITATION OF LIABILITY
LICENSOR WILL NOT BE OBLIGATED OR RESPONSIBLE FOR ANY LOSS OR
DAMAGE, INCLUDING BUT NOT LIMITED TO, INCIDENTAL OR
CONSEQUENTIAL DAMAGES SUCH AS INTERRUPTION OF BUSINESS OR ANY
LOSS OF BUSINESS OR PROFITS, OR ANY EXPENSE EXPERIENCED BY LICENSEE
OR ANY THIRD PARTY ARISING OUT OF ANY DEFECT IN OR FAILURE OR
INADEQUACY OF PERFORMANCE OF ANY PRODUCT OR SERVICE FURNISHED
BY LICENSOR HEREUNDER. THIS LIMITATION ON LIABILITY SHALL SURVIVE
TERMINATION OF THIS AGREEMENT.
11. CHOICE OF LAW; ATTORNEY’S FEES
This Agreement shall be governed by and construed and enforced in accordance with the
laws of United States of America. The parties agree that any legal action or proceeding with
respect to this Agreement may be initiated only in the courts located at New York. By
execution of this Agreement, the parties submit to and accept with regard to any such action
or proceedings the exclusive jurisdiction of such courts. If any legal action or proceeding is
initiated, the prevailing party shall be entitled to all attorney fees, court costs, and expenses in
addition to any other relief to which such prevailing party may be entitled. The United
Nations Convention on Contracts for the International Sales of Goods shall not apply to this
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Licensee may not assign this Agreement or any rights or obligations hereunder without the
prior written consent of Licensor. Subject to the above restriction on assignment, this
agreement shall inure to the benefit of and bind the successors and assigns of the parties.
a) Publicity Rights. Licensor expressly grants Licensee the right to include Licensee as a
customer on Licensee’s website or other promotional material in relation to the Software
for marketing purposes. Licensor can deny Licensee this right at any time by submitting a
written notice, requesting to be excluded from promotional material. Upon receipt of such
notice, Licensee will remove any reference to Licensor from such promotional material
within ___________ (___) [◊ thirty (30)] days and make no further reference to Licensor.
b) Severability. If any term, provision, covenant, or condition of this agreement is held
invalid or unenforceable for any reason, the remainder of the provisions shall continue in
full force and effect as if this Agreement had been executed with the invalid portion
c) No Waiver. The failure by any party to exercise any right provided for herein shall not
be deemed a waiver of any right hereunder.
d) Effect of Termination. Sections 9 (Limited Warranty), 10 (Limitation of Liability),
11(Choice of Law; Attorney’s fees), and this Section 13 shall survive the expiration or
termination of this Agreement.
e) Entire agreement; Modifications. This Agreement constitutes the entire agreement
between Licensor and Licensee with respect to the subject matter hereof, and supersedes
all proposals, oral or written, and all other communications between the parties with
respect to such subject matter. This Agreement shall not be modified, except by written
agreement signed by the parties hereto.
f) Force Majeure. Licensee shall not be liable for and shall be excused from any failure to
deliver or perform or for delay in performance due to causes beyond its reasonable
control, including but not limited to, work stoppages, shortages, civil disturbances,
terrorist actions, transportation problems, interruptions of power or communications,
failure of suppliers or subcontractors, natural disasters, or other acts of nature.
IN WITNESS WHEREOF, the parties have executed this Agreement effective the date first
Name: ______________________ Name: ____________________
Address: ____________________ Address: __________________
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Signature: __________________ Signature: _________________
E-mail: ____________________ E-mail: _________________
Date: ______________________ Date: _________________
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a. The following Software is to be provided under this Agreement:
b. DESIGNATED SITE(S):
d. Term: __________ (__) days.
e. License fees: FREE
ALL SOFTWARE PROVIDED HEREUNDER IS TO BE DESTROYED OR PURGED
FROM LICENSEE’S SYSTEM UPON TERMINATION OR EXPIRATION OF THIS
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