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 West Virginia 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
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.
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
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.
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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.
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.
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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.
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
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
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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 West Virginia [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
By: ______________________________ By: _______________________________
Name: ____________________________ Name: _____________________________
Title: ______________________________ Title: ______________________________
_____ [Month] _____ [Date], 20____ _____ [Month] _____ [Date], 20____
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