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.
Docstoc Legal Agreements 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 Tennessee who are interested in obtaining an 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 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. 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 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 Tennessee [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
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