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Pennsylvania Exclusive Software License Agreement

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Pennsylvania Exclusive Software License Agreement Powered By Docstoc
					Exclusive Software License
                                                             Agreement
Docstoc Legal Agreements




                            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_id114) for additional disclaimers and more. This
                                document is not approved, endorsed by, or affiliated with any State, or governmental or licensing entity.
                                Entire document © Docstoc, Inc., 2010, 2011




                           © Copyright 2011 Docstoc Inc. registered document proprietary, copy not            Attorney Drafted
                                                                                                                     1
                    EXCLUSIVE SOFTWARE LICENSE AGREEMENT

THIS EXCLUSIVE SOFTWARE LICENSE AGREEMENT (the “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”). Licensor and Licensee
may individually be referred to as “Party”, or, collectively as the “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 an exclusive and
   non-transferable license to use the software as specified in Exhibit A attached hereto
   (hereinafter 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. 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 Licensee accepts 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.


© Copyright 2011 Docstoc Inc. registered document proprietary, copy not                2
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 “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).

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
   Licensor’s 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.



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

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/her
      possession or control;

   c. certify in writing that he/she 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 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 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; or

   b. any modification or derivation of the Licensed Software not specifically authorized in
      writing by Licensor.

   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


© Copyright 2011 Docstoc Inc. registered document proprietary, copy not               4
   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 Pennsylvania [Instruction: Insert the
   State in which company is registered or operate business] without regard to conflict 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: ______________________________

_____ [Month] _____ [Date], 20____                       _____ [Month] _____ [Date], 20____




© Copyright 2011 Docstoc Inc. registered document proprietary, copy not                 5
                                             Exhibit A

                                    LICENSED SOFTWARE




© Copyright 2011 Docstoc Inc. registered document proprietary, copy not   6
                                             Exhibit B

                                         LICENSE FEES




© Copyright 2011 Docstoc Inc. registered document proprietary, copy not   7
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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© Copyright 2011 Docstoc Inc. registered document proprietary, copy not   10
				
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Description: This Exclusive Software License Agreement is used by a software company and an individual or company interested in obtaining an exclusive license to use the software in a particular manner. This document sets forth the terms and conditions of the agreement including the specific manner in which the software may be used, a warranty disclaimer, a limitation on liability, and fee and payment details. It contains standard provisions commonly included in these types of agreements and may be customized to address the specific terms of the contracting parties. This document should be used by software companies and licensees located in Pennsylvania who are interested in obtaining an exclusive software license.