VIEWS: 15 PAGES: 9 CATEGORY: Protecting Intellectual Property POSTED ON: 12/20/2011
This Software License Agreement is made between a company (licensor) that owns software and a company or individual that wants to license the company�s software (licensee). A license is a right to access and use the software pursuant to the specified terms and conditions of the agreement. As drafted, this document contains clauses pertaining to ownership, termination, warranty, limited liability, and confidentiality, but this form can be modified to fit the specific needs of the drafting parties. This form should be used by an individual or company located in Wisconsin when obtaining a non-exclusive software license.
Docstoc Legal Agreements This Software License Agreement is made between a company (licensor) that owns s software and a company or individual that wants to license the company� software (licensee). A license is a right to access and use the software pursuant to the specified terms and conditions of the agreement. As drafted, this document contains clauses pertaining to ownership, termination, warranty, limited liability, and confidentiality, but this form can be modified to fit the specific needs of the drafting parties. This form should be used by an individual or company located in Wisconsin when obtaining a non-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 SOFTWARE LICENSE AGREEMENT – NON EXCLUSIVE THIS SOFTWARE LICENSE AGREEMENT (“Agreement”) is made and effective this _____ [Month] ___ [Date], 20__ [Year], by and between ____________________ [Instruction: Insert the name of company] with headquarters located at __________________________________ [Instruction: Insert the address of company] (hereinafter referred to as “Licensor”) and __________________ [Instruction: Insert the name of Individual/Company] located at ________________________________ [Instruction: Insert the Address of Individual/Company] (hereinafter referred to as “Licensee”). WHEREAS, Licensor is the owner of, and interested in granting non-exclusive license for the use of the software to the Licensee; and WHEREAS, Licensee is interested in obtaining non-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 non-exclusive and non-transferable license to use the software as specified in Exhibit A attached hereto (hereinafter referred to as 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, and may translate or modify the Licensed Software or incorporate it into other software. Licensee may not, however, transfer or sublicense the Licensed Software to any third party, in whole or in part, in any form, whether modified or unmodified. 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 the Licensee accepts the Licensed Software “AS IS.” Licensor PROVIDES NO WARRANTIES AS TO THE FUNCTION OR USE OF THE LICENSED SOFTWARE WHETHER EXPRESS, 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 © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 2 LICENSEE'S REQUIREMENTS OR THAT THE OPERATION OF THE LICENSED SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. 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 referred to as “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); provided, however, that neither party shall have any such obligation with respect to use of disclosure to others not parties to this Agreement of such confidential information as can be established to: a. have been known publicly; b. have been known generally in the industry before communication by the disclosing party to the recipient; c. have become know publicly, without fault on the part of the recipient, subsequent to disclosure by the disclosing party; d. have been known otherwise by the recipient before communication by the disclosing party; or © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 3 e. have been received by the recipient without any obligation of confidentiality from a source (other than the disclosing party) lawfully having possession of such information. Licensee acknowledges that the unauthorized use, transfer, or disclosure of the Licensed Software or copies thereof will: i. substantially diminish the value of the trade secrets and other proprietary interests that are the subject of this Agreement; ii. render Licensor’s remedy at law for such unauthorized use, disclosure, or transfer inadequate; and iii. cause irreparable injury in a short period of time. If Licensee breaches any of its obligations with respect to the use or confidentiality of the Licensed Software, Licensor shall be entitled to equitable relief to protect its interests therein, including, but not limited to, preliminary and permanent injunctive relief. 7. 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. 8. 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, Licensee must: a. immediately cease all use of the Licensed Software; b. promptly return to Licensor or destroy all copies of the Licensed Software that are in his/her possession or control; c. certify in writing that he/she has complied with ( a ) and ( b ) above. 9. 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 patent or copyright and Licensor shall pay all costs, settlements, and damages finally awarded; © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 4 provided, that Licensee promptly notifies institution in writing of any claim, gives Licensor sole control of the defense and settlement thereof, and provides all reasonable assistance in connection therewith. If the 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 noninfringing; 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. use of the Licensed Software in combination with non-Licensor software, data or equipment if the infringement was caused by such use or combination; c. any modification or derivation of the Licensed Software not specifically authorized in writing by Licensor; or d. use of third-party software. 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, arising out of, or resulting from, the exercise or practice of the license granted hereunder by Licensee, its sublicensees, if any, its subsidiaries or their officers, employees, agents, or representatives. 10. Governing Law This agreement is governed by the laws of the State of ___________ [Instruction: Insert the State in which Company is registered or operate business] without regard to conflicts of laws principles. © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 5 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: _______________________________ Date : Date : © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 6 EXHIBIT A LICENSED SOFTWARE © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 7 EXHIBIT B LICENSE FEES © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 8
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