Software License Agreement - Non-Exclusive

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									This is an agreement entered into between the owner of a software program (the
“Licensor”) and an individual or entity wishing to obtain a non-exclusive license to use
the software (the “Licensee”). This agreement covers the type of license granted, the
term of the agreement, the charges, warranties, software maintenance, cancelation and
limitation of liability. This document contains numerous standard provisions that are
commonly included in these types of agreements, and may be customized to fit the
specific needs of the contracting parties. This agreement can be used by small
businesses or other entities that want to grant licensing rights or obtain licensing rights
to use a specific software program.
                    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 “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 sub license 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




© Copyright 2012 Docstoc Inc.                                                          2
        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
        LICENSEE'S REQUIREMENTS OR THAT THE OPERATION OF THE LICENSED
        SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE.

        4. Limitation of Liability
        LICENSORS 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




© Copyright 2012 Docstoc Inc.                                                         3
        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
        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 Licensors 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


© Copyright 2012 Docstoc Inc.                                                             4
                      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 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 possession or control;
                 c.      certify in writing that he 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;
        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 Licensed Software is finally adjudged to so
        infringe, or in Licensors opinion is likely to become the subject of such a claim, Licensor
        shall, at its option, either:



© Copyright 2012 Docstoc Inc.                                                                  5
                  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, or arising out of, or resulting from, the exercise or practice of the
                 license granted hereunder by Licensee, its sub licensees, 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.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the
Effective Date.

                 LICENSEE:                                               LICENSOR:



© Copyright 2012 Docstoc Inc.                                                             6
By:________________________________      By:_________________________________

         (Signature)                               (Signature)

Name: ______________________________     Name: ______________________________

Title: _______________________________   Title: _______________________________



Date :                                   Date :




© Copyright 2012 Docstoc Inc.                                        7
                                    EXHIBIT A

                                LICENSED SOFTWARE




© Copyright 2012 Docstoc Inc.                       8
                                 EXHIBIT B

                                LICENSE FEES




© Copyright 2012 Docstoc Inc.                  9

								
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