Software License Agreement
This Software License Agreement is between a Licensor that owns certain software and
a Licensee that wants to obtain a license to use the software. It is important to use
written contracts for license agreements to ensure that the understandings of both
parties are properly set forth. Customize the information of the parties, the type of
software, license fees, the length of the agreement, and more. This agreement is ideal
for individuals or small businesses that want to grant or obtain a license to use certain
SOFTWARE LICENSE AGREEMENT
THIS SOFTWARE LICENSE AGREEMENT (hereinafter referred to as the “Agreement”) is
hereby made and entered as of ___________________ [Instructions: Insert the date of this
agreement] by and between ______________________ [Instructions: Insert the Licensor’s
name] (hereinafter referred to as “Licensor”), of
________________________________________ [Instructions: Insert the Licensor’s address]
and ____________________________ [Instructions: Insert the Licensee’s name] (hereinafter
referred to as “Client”), of ________________________________________. [Instructions:
Insert the Licensee’s address]
WHEREAS, Licensor has developed and is the sole and exclusive owner of proprietary
Software entitled _______________________ [Instructions: Insert the name of the Software]
(hereinafter referred to as the “Software”) which is designed to
[Instructions: Insert the Software’s purpose. e.g. facilitate purchase orders from vendors,
streamline company logistics, etc.]
WHEREAS, Licensee desires to obtain a license from Licensor to use the Software; and
WHEREAS, Licensor desires to grant Licensee a license to use the Software;
NOW, THEREFORE, for and in consideration of the mutual covenants contained in this
Agreement, and other good and valuable consideration, the parties agree as follows:
1. GRANT OF LICENSE
Licensor hereby grants and Licensee accepts a personal, non-transferable right and license to use
the Software upon the terms and conditions set forth herein.
The license granted under this Software License Agreement conveys to Licensee only a personal,
non-transferable right and license to use the Software on the computer Software designated
herein. This Software License Agreement may not be assigned by Licensee and the Software to
which it applies and documents and materials relating thereto may not be disclosed, sublicensed,
published, released or transferred to another party by Licensee without the prior written consent
This Software License Agreement shall commence upon the receipt by Licensee of the Software
and shall continue for a period of ___________________. [Instructions: Insert the length of
time that Licensee will be allowed to use the Software. e.g. 2 years] This Agreement may be
terminated by either party upon ___________________ [Instructions: Insert the amount of
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written notice required to terminate this agreement. e.g. 30 days. If this agreement cannot
be terminated early, delete this line] written notice to the other party.
Licensee agrees to pay Licensor a total purchase price of $______________ [Instructions:
Insert the fee Licensee will pay Licensor] for the license issued hereunder. This purchase price
shall be due and payable to Licensor at its principal place of business on or before
______________________. [Instructions: Insert the due date of the fee]
Licensor warrants to Licensee that the Software will substantially perform in the manner
described in the Software’s documentation after Licensee receives the Software object code,
documentation and test files which, in the opinion of Licensor, are necessary to operate the
Software or Licensor will refund the purchase price of the Software paid by Licensee. EXCEPT
AS SPECIFICALLY PROVIDED HEREIN, THERE ARE NO OTHER WARRANTIES,
EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED
WARRANTY OF MERCHANTABILITY OR ANY IMPLIED WARRANTY OF FITNESS
FOR A PARTICULAR PURPOSE. The warranty and obligation of Licensor stated above is
conditioned upon: the Software being used in connection with the designated computer Software;
and there must be no alterations or modifications to the Software by persons other than Licensor,
which have not been approved in writing by Licensor.
6. SOFTWARE MAINTENANCE
Licensor agrees to make available to Licensee Software maintenance during the term of the
license. Licensor’s maintenance duties shall include correcting any error, malfunction or defect
in the Software for which it receives notice from Licensee. For the purpose of this Software
License Agreement the phrase error, malfunction or defect shall mean only significant deviations
from the design specification for the most current release of the Software.
Licensor further agrees to make available to Licensee all standard updates, enhancements, and/or
improvements in the Software during the term of the license. Licensee’s refusal to accept such
standard updates, enhancements and/or improvements in the Software shall, at Licensor’s sole
option, void any warranties and/or Software maintenance agreements in effect at that time.
Similarly, unapproved changes, modifications or alterations in the Software's object code shall,
at the sole option of Licensor, (i) terminate the warranty provisions of this Software License
Agreement; and, if applicable, and (ii) terminate any Software maintenance agreement resulting
from Licensee’s exercise of the Software maintenance option provided herein.
7. CONFIDENTIAL INFORMATION
Licensee acknowledges that the Software constitutes a valuable asset and trade secret of Licensor
and Licensee further acknowledges that Licensor has an exclusive proprietary right and interest
in and to the Software and that any information, documents, flow charts, logic diagrams, source
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code, test materials, or the like relating in any way to the Software is Licensor's Confidential
Trade Secret Information. Licensee, therefore, agrees to use the Software only as provided in
this Software License Agreement and only during the term of the license granted by this
Software License Agreement. Licensee further agrees not to provide or otherwise make available
any written materials, documents, flow charts, logic diagrams, source code, test materials, or
other information relating to the Software in any form, to any person other than Licensee’s or
Licensor’s employees without prior written consent from Licensor. Licensee agrees not to use
the Software on any computer other than the designated computer Software currently installed at
Licensee’s principal place of business. Licensee further agrees to protect all written materials,
flow charges, logic diagrams, source code, test materials, or other information relating to the
Software, in any form, from unauthorized disclosure by its agents, employees or customers.
In the event that any portion of the Software or related materials furnished to Licensee by
Licensor is, in Licensor’s sole opinion, likely to or does become the subject of a claim of
infringement of a copyright or patent, Licensor may, at its option and expense, procure for
Licensee the right to continue using the Software or related materials or modify the Software or
related materials to make them non-infringing. If in Licensor’s opinion, neither of the foregoing
alternatives is reasonably available to Licensor, then Licensor may terminate this Software
License Agreement upon thirty (30) days written notice to Licensee. In addition, Licensor agrees
to hold Licensee harmless from any patent or copyright infringement arising out of the Licensee
use of the Software provided Licensor is notified promptly in writing and is given complete
authority and information required for defending or settling any charge of patent or copyright
infringement or suit resulting therefrom, and further provided that Licensee is not in default of
any of the provisions of this Software License Agreement.
9. LIMITATION OF LIABILITY
IN NO EVENT SHALL LICENSOR BE LIABLE TO LICENSEE FOR LOSS OF PROFIT OR
OTHER ECONOMIC LOSS, INDIRECT, SPECIAL, CONSEQUENTIAL OR OTHER
SIMILAR DAMAGES, ARISING OUT OF ANY BREACH OF THIS SOFTWARE LICENSE
AGREEMENT OR ANY OBLIGATIONS UNDER THIS AGREEMENT OR THE LICENSE
GRANTED OR FOR ANY CLAIM MADE AGAINST LICENSEE BY ANY OTHER PARTY,
EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIM.
Licensor shall not be liable for any damages caused by delay in delivery, installation or
furnishing of the Software or related object code, documentation or test files or in furnishing the
Software maintenance services under this license. If a charge is payable with respect to the
Software or related materials or if a charge has been established in the regular course of business
by Licensor for licensing the same or similar products then Licensor's liability, if any, for loss or
damages relating to or arising out of the license thereof shall not exceed the charges attributable
to such Software or related materials.
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Licensee agrees not to hire, solicit for hire, or otherwise employ, either on a full time or a part
time basis, any employee, agent or independent contractor of Licensor, or during the term of this
Software License Agreement and for a period of ______________________ [Instructions:
Insert the length of time after the termination of this agreement that Licensee will be
prohibited from hiring Licensor’s employees. e.g. 1 year] after the termination or cancellation
thereof by either party.
The invalidity of any portion of this Agreement will not and shall not be deemed to affect the
validity of any other provision. If any provision of this Agreement is held to be invalid, the
parties agree that the remaining provisions shall be deemed to be in full force and effect as if
they had been executed by both parties subsequent to the expungement of the invalid provision.
12. NO WAIVER
The failure of either party to this Agreement to insist upon the performance of any of the terms
and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions
of this Agreement, shall not be construed as subsequently waiving any such terms and
conditions, but the same shall continue and remain in full force and effect as if no such
forbearance or waiver had occurred.
13. GOVERNING LAW
This Agreement shall be governed by, construed, and enforced in accordance with the laws of
the state of ______________________. [Instructions: Insert the state’s laws that will govern
Unless provided herein to the contrary, any notice provided for or concerning this Agreement
shall be in writing and shall be deemed sufficiently given when sent by certified or registered
mail if sent to the respective address of each party as set forth at the beginning of this
15. MANDATORY ARBITRATION
Notwithstanding the foregoing, and anything herein to the contrary, any dispute under this
Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the
parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators
shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The
arbitration shall be governed by the rules of the American Arbitration Association then in force
16. ENTIRE AGREEMENT
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This Agreement shall constitute the entire agreement between the parties and any prior
understanding or representation of any kind preceding the date of this Agreement shall not be
binding upon either party except to the extent incorporated in this Agreement.
17. MODIFICATION OF AGREEMENT
Any modification of this Agreement or additional obligation assumed by either party in
connection with this Agreement shall be binding only if placed in writing and signed by each
party or an authorized representative of each party.
18. ASSIGNMENT OF RIGHTS
The rights of each party under this Agreement are personal to that party and may not be assigned
or transferred to any other person, firm, corporation, or other entity without the prior, express,
and written consent of the other party.
This Agreement may be executed in any number of counterparts, each of which shall be deemed
to be an original, but all of which together shall constitute but one and the same instrument.
20. COMPLIANCE WITH LAWS
In performing under this Agreement, all applicable governmental laws, regulations, orders, and
other rules of duly-constituted authority will be followed and complied with in all respects by
WITNESS our signatures as of the day and date first above stated.
I have authority to bind the Company.
I have authority to bind the Company.
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