SOFTWARE INTEGRATION LICENSE
THIS AGREEMENT made effective as of the _____ day of ______________, _______.
OF THE FIRST PART
- and -
OF THE SECOND PART
(a) Licensor has expended a great deal of time, effort and money designing, developing and
producing certain software and documentation associated therewith, as more particularly
described in Schedule “A” annexed hereto (collectively, the “Licensed Products”);
(b) Licensor is the owner of the entire right, title and interest in and to the Licensed Products;
(c) Licensor has also designed, developed and produced and continues to develop, use and control
certain trade marks, trade names, service marks and logos used in connection with the Licensed
Products (the “Marks”) for the exclusive use and benefit of Licensor and its licensees in order to
identify the source of the Licensed Products with the public;
(d) Licensor is the owner of the entire right, title and interest in and to the Marks;
(e) Licensee desires to obtain from Licensor, and Licensor desires to grant to Licensee, a non-
exclusive, non-transferable, non-assignable license to merge or embed the Licensed Products into
proprietary software products developed or licensed by Licensee (such combined products
hereinafter referred to as the “Integrated Product”), and to thereafter market, demonstrate, sell,
sub-license and distribute the Integrated Product to end users for use solely within the Territory,
as hereinafter defined.
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual covenants
and agreements contained in this Agreement and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged by the parties, the parties hereby agree as follows:
Wherever used in this Agreement, the following words and phrases shall have the meanings set out
(a) “Affiliate”, when used with respect to any Person, shall mean any Person controlling, controlled
by or under common control with such Person;
(b) “Agreement” shall mean this Software Integration License, together with any amendments,
modifications, or replacements hereof;
(c) “Business Day” shall mean any day which is not a Saturday, Sunday or holiday under the laws of
(d) “Conformity Specifications” shall mean Coding and Design Specifications as defined by [party];
(e) “Databases” shall mean the directories and other files set out in Schedule “A” hereto, as the same
exist on the Effective Date, together with any updates thereto (the “Database Updates”);
(f) “Documentation” shall mean the user manuals or other documentation, whether in printed or
electronic form, related to the Licensed Products, as more particularly described in Schedule “A”
hereto, developed by Licensor for use in connection with merging or embedding the Licensed
Products into Licensee’s proprietary software products, and any subsequent versions thereof;
(g) “Effective Date” shall mean [effective date];
(h) “End User” shall mean any third party which obtains the Integrated Product, directly or
indirectly, from Licensee or any Sub-distributor;
(i) “End User License Agreement” shall mean the agreement between Licensee and an End User
granting a sublicense to such End User, which shall be substantially in the form set out in
Schedule “B” attached hereto;
(j) “Integrated Product” shall mean any software product and associated documentation, whether in
printed or electronic form, and all updates, enhancements and upgrades thereof, developed by
Licensee which incorporate, rely on or are derived directly or indirectly from the Licensed
(k) “Integration License” shall mean the license granted to Licensee by Licensor;
(l) “Licensed Products” shall mean the Software, Databases and Documentation;
(m) “Licensee” shall mean [LICENSEE];
(n) “Licensor” shall mean [LICENSOR];
(o) “Losses” shall mean any and all claims, demands, costs, losses, damages, liabilities, fines,
penalties and expenses of any kind or nature whatsoever, whether imposed, incurred or assessed,
including without limitation reasonable attorneys’ fees;
(p) “Marks” shall mean all of Licensor’s trade marks, trade names, service marks and logos used in
connection with the Licensed Products;
(q) “Net Revenues” shall mean any and all revenues, fees or other compensation received by
Licensee with respect to the sale, sublicensing or maintenance of the Integrated Product, net of
any taxes, shipping and handling charges charged to End Users and any amounts refunded for
(r) “Person” shall mean any corporation, body corporate, association, firm, partnership, joint
venture, trust, organization, business, sole proprietorship, individual, government, governmental
agency or political subdivision thereof, or any other entity or institution whatsoever;
(s) “Royalty Period” shall mean the period commencing when an Integrated Product is first shipped
by Licensee to a Sub-distributor or End User and ending when the last Integrated Product is
shipped by Licensee and payment is received therefor;
(t) “Software” shall mean the machine-readable version of the object code of Licensor’s computer
software program as set out in Schedule “A” hereto, and any and all Updates and Upgrades
thereto, but specifically shall NOT include the source code version;
(u) “Sub-Distributor” shall mean any third party distributor, reseller, value added reseller, dealer or
sales representative that distributes the Integrated Product to End Users for or on behalf of
(v) “Support Services” shall mean the maintenance and support to be provided by Licensor to
Licensee under this Agreement with respect to the Licensed Products;
(w) “Territory” shall mean [description of geographic area];
(x) “Update” shall mean any change, modification, alteration or other update of the Licensed
Software made to correct an error, defect or other problem and/or to maintain the operational
quality of the Licensed Software, and which is not an Upgrade;
(y) “Upgrade” shall mean a new release of the Licensed Software or any part thereof, which adds
major new functionality or features which were not available in the previous version of the
2. Integration License
2.1 Grant of License: Subject to the terms and conditions set forth in this Agreement, including the full
payment of all amounts owing to Licensor, Licensor grants to Licensee a non-exclusive, non-transferable,
non-assignable license for the following purposes:
(a) to merge or embed the Licensed Software and the Databases into proprietary software
products developed or licensed by Licensee in order to create the Integrated Product;
(b) to thereafter market, demonstrate, sell, sublicense and distribute the Integrated Product
within the Territory to End Users for use solely within the Territory; and
(c) to use the Marks in connection therewith;
provided that the license granted hereunder shall be subject to the restrictions set forth in Schedule “__”
(collectively referred to as the “Restrictions on Use”).
2.2 Sub-Distributors: Licensee may distribute the Integrated Product either directly or through Sub-
distributors provided that each such Sub-distributor agrees in writing to be bound by the restrictions on
Licensee contained in this Agreement. Licensee agrees that it is exclusively responsible for supporting all
of its Sub-distributors and performing under all agreements between Licensee and its Sub-distributors
and that such relationships shall have no effect on Licensee’s obligations hereunder.
2.3 End User License Agreement: Licensee shall, and shall cause each of its Sub-distributors to, ensure
that each End User who purchases an Integrated Product executes the End User License Agreement.
Licensee may, in its sole discretion, revise the End User License Agreement from time to time, provided
that Licensee obtains Licensor’s prior approval of such revisions. Each sublicense granted by Licensee or
any Sub-distributor shall authorize the End User to use the Integrated Product for its internal use on a
single computer only, and shall contain provisions regarding confidentiality, proprietary rights,
limitation and disclaimer of warranties, limitations on remedies, and limitations on and exclusions of
liability, all of which must be substantially similar to those contained in this Agreement. End User
License Agreements and the sublicenses granted thereunder prior to the termination or expiry of this
Agreement shall survive the termination or expiry for the duration of the term set forth in the applicable
End User License Agreement, provided such End Users comply with the terms of the applicable End User
2.4 Transfer of Integration License: Except for a sublicense to an End User pursuant to clause 2.3,
Licensee may not, directly or indirectly, sell, assign, sublicense, lease, rent, distribute or otherwise
transfer the Integration License, the Licensed Products or any rights therein to any other Person, without
the prior written consent of Licensor.
2.5 License Not Exclusive: Licensee acknowledges and agrees that the Integration License granted
hereunder and the relationship between the parties is non-exclusive. Licensee further acknowledges and
agrees that Licensor retains the right to grant similar licenses to use the Licensed Products to other
Persons and that Licensor may make direct sales to any End User within Licensee’s Territory.
2.6 No Purchase, Sale or Lease: Notwithstanding anything to the contrary contained in this Agreement,
the parties agree that this transaction is not a purchase, sale or lease of the Licensed Products.
3. Fees, Levies & Charges
3.1 Payment and Interest on Overdue Accounts: Unless otherwise specifically provided for herein, all
fees, charges and expenses to be paid by Licensee to Licensor are due and payable on the date of the
invoice therefor. Any amounts not paid when due shall bear interest at the rate of [interest rate] (___%)
per annum (___% per month) or at the highest contract rate allowed by law, whichever is less, from the
due date until paid in full. Interest shall be added to the unpaid amount due and owing by Licensee to
Licensor and shall form part of the principal account balance, and shall accrue interest at the same rate.
Subject to the right to cure set forth in Section 19, the failure of Licensee to pay any amount when due
shall constitute sufficient cause for Licensor to suspend or terminate this Agreement, including Licensor’s
obligation to provide Support Services, Updates and Upgrades, Database Updates and all express
warranties of Licensor pursuant to Section 13. In addition, Licensee agrees to pay all costs incurred by
Licensor with respect to collection of overdue accounts, including reasonable attorneys’ fees.
3.2 Taxes: In addition to the fees and charges due and payable under this Agreement, Licensee shall
be liable for all local, [provincial/state] and federal sales, goods and services, use, withholding, excise,
personal property, value-added or other similar taxes, assessments or duties which may now or hereafter
be imposed or which are based on or in any way relating to this Agreement, the Licensed Products, the
Integrated Product or any services related thereto, but excluding taxes assessed on Licensor’s income.
Licensee shall pay or reimburse Licensor for any such taxes and Licensor shall be at liberty to add the
amount of such taxes to the invoices it renders to Licensee hereunder. Licensee agrees to indemnify
Licensor as to all such taxes.
3.3 No Right of Set-Off: Licensee shall have no right of set-off against any payments due and owing to
Licensor, whether on account of any claims or alleged claims against Licensor hereunder or otherwise.
4. Royalty Fees
4.1 Payment of Royalty Fees: In consideration of the Integration License and other rights granted by
Licensor to Licensee, Licensee shall pay to Licensor royalty fees as set forth in Schedule “__” annexed
hereto (the “Royalty Fees”). Royalty Fees shall be paid within _____ days of the end of each calendar
quarter during the Royalty Period, calculated on the Net Revenues for such calendar quarter.
4.2 Sales Reports: Payment of the Royalty Fees for each calendar quarter shall be accompanied with a
sales report for the quarter, in substantially the form set out in Schedule “__” annexed hereto, setting out
the number of Integrated Products sold or sublicensed to End Users during such quarter, the Net
Revenues for such quarter and other relevant information in sufficient detail to substantiate the
calculation of the Royalty Fees. Sales reports must be submitted by Licensee for each quarter whether or
not any Royalty Fees are due for such quarter.
4.3 Recordkeeping & Audits: During the term of this Agreement and for a period of ______ years
following the termination or expiry of this Agreement, Licensee agrees to make available and maintain
complete and accurate books, records and accounts with respect to the sale, sublicensing or distribution
of the Integrated Product including invoices, purchase orders and other documents with respect to the
same. Licensor shall have the right, at its sole expense, to audit such books, records and accounts for
purposes of verifying Licensee’s compliance with this Agreement. Any such audit:
(a) shall be conducted by Licensor or its representative on no less than _____ days’ prior
(b) shall occur during normal business hours;
(c) shall not unreasonably interfere with Licensee’s normal business; and
(d) shall be subject to reasonable confidentiality restrictions imposed by Licensee.
Licensee shall reasonably cooperate with Licensor or its representative in any such audit. If the audit
discloses any understatement of the amounts due, Licensor shall be entitled to collect the underpaid
amount together with interest at the rate set forth in Section 3.5 on all such amounts from and after the
date such payment became due. In the event any deficiency is in excess of five percent (5%), Licensee
shall also reimburse Licensor for all costs incurred with respect to the audit.
4.4 Product Review: No Royalty Fees shall be payable to Licensor by Licensee for any Integrated
Products provided to third parties at no cost in connection with beta testing or for demonstration or
promotional purposes. The number of copies of Integrated Product provided for such purposes shall be
limited to a number that is reasonable under standard business practice in the industry and such copies
shall be clearly marked “Demonstration Copy - Not for Resale”.
4.5 Price Determination: Licensee shall have exclusive control in determining the sale price and other
fees charged to End Users for any Integrated Product and other goods, services and other items sold,
sublicensed or otherwise provided to End Users.
5. Term & Renewal
5.1 The term of this Agreement shall commence on the Effective Date and shall continue and remain
in full force and effect for a period of ________ years from the Effective Date (the “Initial Term”), unless
otherwise earlier terminated in accordance with the provisions of Section 19.
6. Property Rights
6.1 Rights in Licensor: Licensee acknowledges that:
(a) Licensor owns the full right, title and interest in and to the Licensed Products and all
copies thereof, including all associated patents, copyrights, trade marks, trade names,
trade secrets and other intellectual property rights (including the Marks) and they shall
at all times remain the exclusive property of Licensor; and
(b) Licensee shall have no right or interest as to the Licensed Products or any copies thereof,
including all associated patents, copyrights, trade marks, trade names, trade secrets and
other intellectual property rights (including the Marks), except as a licensee as expressly
set forth in this Agreement.
6.2 Third Party Files: Notwithstanding anything to the contrary herein contained, Licensor does not
own, and Licensee shall have no right or interest in, any third party data files used to prepare the
Databases. In addition, the Licensed Software as delivered to Licensee may require the use of certain
databases owned by third parties. Unless otherwise agreed by Licensor and Licensee, Licensor shall be
responsible for paying all fees due to third parties for the license of such data files and databases.
7. Delivery and Risk of Loss
7.1 Delivery of Licensed Products: Within ____ days after the Effective Date, Licensor shall provide
Licensee with one (1) master copy of the Licensed Products. If Licensee requires a purchase order
number, Licensee shall provide Licensor a copy of the purchase order on the Effective Date. Licensor
shall not be liable for any delay in the delivery of the Licensed Products resulting from Licensee’s failure
to remit such purchase order. Furthermore, failure to remit a purchase order shall not relieve Licensee
from any and all payment obligations hereunder.
7.2 Risk of Loss: Upon delivery of the Licensed Products, Licensee assumes all risk of loss with respect
to the same; provided, however, that for a nominal charge for copying, shipping and handling, Licensor
shall replace any Licensed Products on written notice from Licensee of the loss, damage or destruction
8. Installation & Training
8.1 Installation: Licensee shall be solely responsible for installing the Licensed Software and the
Databases on Licensee’s computer system. Should Licensee require assistance from Licensor in such
installation, Licensor’s services shall be charged to Licensee at Licensor’s then-current hourly rates.
8.2 Data Entry: Data entry and verification of the data input to and output from the Licensed
Software and the Databases shall be the sole responsibility of Licensee. Licensee shall be responsible for
the conversion of its current data to the format required by the Licensed Software and the Databases.
8.3 Training: No training in the use of the Licensed Products will be provided by Licensor. If Licensee
requests training assistance, such assistance shall be charged to Licensee at Licensor’s then-current hourly
9. Maintenance and Support
9.1 Support Services: During the Initial Term and each Renewal Term of this Agreement, Licensor
agrees to provide maintenance and support services with respect to the Licensed Products as set forth in
this Section 9.
9.2 Updates: Licensor will make reasonable efforts to correct any material errors in the most current
version of the Licensed Products from time to time and shall provide Licensee with copies of all Updates
and Database Updates as they are released and made generally available by Licensor to its customers;
provided that Licensor shall provide the Database Updates to Lessee once a month. Licensor will notify
Licensee via e-mail as each Database Update and/or Update is available. Licensee will be provided with
log-in information (a user name and password combination) that will enable Licensee to log into
Licensor’s secure server and download the Database Update and/or Update. All Updates and Database
Updates shall be owned by Licensor and shall be subject to the terms and conditions of this Agreement.
9.3 Upgrades: Subject to the provisions of Section 2.5, Licensor agrees to provide Licensee with copies
of all Upgrades as they are released and made generally available by Licensor to its customers from time
to time. All Upgrades shall be owned by Licensor and shall be subject to the terms and conditions of this
9.4 Technical Support: Licensor shall provide technical support via telephone from its service location
in [city] from Monday to Friday (excluding holidays) between the hours of ____ a.m. and ____ p.m.
Hours of service are subject to change at any time by Licensor upon __ days’ prior written notice.
9.5 Excluded Services: If it is determined by Licensor that any problem with the Licensed Products is a
result of the acts or omissions of Licensee or its employees, hardware problems, use of unqualified
personnel, user error, alteration of the Licensed Products by Licensee or any third party, use of an out-of-
date version of the Licensed Products, or failure to comply with the terms and conditions of this
Agreement, Licensor shall notify Licensee of same, and the time and expenses associated with support
services rendered with respect to such problem shall be billed by Licensor at its then-current hourly rates.
9.6 On-Site Services: Licensor shall have no obligation to provide any services at Licensee’s site.
9.7 Hardware Maintenance: Licensor shall have no obligation to provide maintenance or repair for any
hardware or associated operating system, all of which shall be the sole responsibility of Licensee.
9.8 Additional Services: Licensor is under no obligation under this Agreement to provide any
additional services. Any additional services requested and agreed to [must be provided for between the
parties under a separate agreement OR will be separate from and in addition to the provisions of this
Agreement and will be billed at Licensor’s then-current hourly rates plus expenses.]
9.9 Training and Support for Sub-Distributors and End Users: Licensee shall be the sole contact for
inquiries from Sub-distributors and End Users, and Licensor shall not be responsible for any training or
support for Sub-distributors or End Users.
10. Reproduction of Licensed Products
10.1 Licensed Software and Databases: The Licensed Software and the Databases may not be copied or
duplicated by Licensee, in whole or in part, except that Licensee may copy the Licensed Software and the
Databases for necessary security back-up purposes. The original and all copies of the Licensed Software
and the Databases, in whole or in part, which are made or used by or in the possession of Licensee shall
at all times remain the property of Licensor and shall be kept by Licensee at Licensee’s principal business
10.2 Documentation: In no event may Licensee copy or duplicate or transmit via any medium, in whole
or in part, the Documentation, but additional copies of the Documentation will be made available to
Licensee upon request at a nominal fee for copying and shipping.
11. Modification of Licensed Products
11.1 Modification by Licensor: Licensee acknowledges that the nature of the Licensed Products is such
that they will be subject to change and modification. Licensor reserves the right, in its sole discretion, to
modify, discontinue, add to or change any Licensed Product from time to time such that it causes the
Integrated Product not to function properly or to function less efficiently than prior to such modification.
In the event that any modification to any Licensed Product has a significant adverse impact on the
Integrated Product, Licensee may terminate this Agreement upon _____ days’ prior written notice to
Licensor, unless Licensor is able to further modify the Licensed Product to the reasonable satisfaction of
Licensee prior to the expiration of such ____-day period. In addition, Licensor may, in its sole discretion,
modify, discontinue, add to or change any Mark.
11.2 No Modification by Licensee: Licensee shall not, and shall ensure that End Users do not, alter,
modify, change, decompile, disassemble or reverse engineer the Licensed Software or any Database. Each
End User License Agreement shall contain appropriate language incorporating the restriction set forth in
11.3 Merger of Licensed Software: Licensee may, at its expense, merge the Licensed Software into other
software programs to form an Integrated Product, provided such Integrated Product shall be subject to all
of the terms and conditions of this Agreement. Licensee shall provide Licensor with copies of any
Integrated Products when first distributed to any Sub-distributor or End User.
12. Protection of Trade Secrets
12.1 Licensed Products: Licensee agrees that the Licensed Products and all associated patents,
copyrights, trade marks, trade names, trade secrets and other intellectual property rights (including the
Marks) are the exclusive property and constitute a valuable trade secret of Licensor. Licensee agrees not
to seek to discover or to disclose any of Licensor’s trade secrets by disassembling, decompiling or
otherwise reverse engineering the Licensed Products. Except for the sublicense of the Integrated Product
as contemplated under this Agreement, Licensee shall not disclose, disseminate, transmit via any
medium whatsoever or otherwise make available the Licensed Products or any portion thereof, to third
parties without Licensor’s prior written consent.
12.2 Source Code: The source code for the Licensed Software shall not be disclosed or made available to
Licensee. licensee shall not, and shall ensure that End Users do not, create, derive or discover, or attempt
to create, derive or discover, by reverse compiling, reverse engineering, reverse assembling or otherwise,
the source code for the Licensed Software or any part thereof from the object code format or from other
information made available to Licensee under this Agreement or otherwise.
12.3 Marks: Licensee shall not, and shall require that its Sub-distributors do not, remove, alter, cover,
obliterate or otherwise deface any copyright, trade mark or other proprietary rights notice placed in or on
or displayed by the Licensed Products, whether in machine language or human readable form. Licensee
shall include all copyright, proprietary and other notices evidencing Licensor’s ownership of the Licensed
Products in or on all documentation, manuals, data disks, CD-ROMs or other media evidencing the
Integrated Products at locations consistent with where Licensee’s proprietary notices are also displayed,
including those set forth in Schedule “__” annexed hereto.
13. Limited Warranty and Disclaimer
13.1 Limited Warranty: Licensor warrants that, for a period of _____ days from the date of shipment of
any Licensed Product to Licensee (the “Warranty Period”), such Licensed Product will perform
substantially according to its product description as specified in the Documentation under normal use
and that the disks and/or CD-ROMs on which the Licensed Products furnished to Licensee are recorded
will be free from defects in materials and workmanship. The foregoing warranty shall be null and void
and of no force and effect if the Licensed Product fails to perform as a result of accident, neglect or
misuse, user error (including actions or inactions of any End User), electrical power damage, or in the
event that all or any part of the Licensed Products is installed improperly or used with any operating
system for which it is not designed, or if the Licensed Product is altered or modified or is incorrectly
integrated, merged or embedded with other software by Licensee or any third party, or in the event any
error or other problem results from errors in the Integrated Product as it exists apart from the Licensed
Products. LICENSOR RESERVES THE RIGHT TO CHANGE THIS WARRANTY AT ANY TIME
WITHOUT FURTHER NOTICE AND WITHOUT LIABILITY TO LICENSEE OR ANY SUB-
DISTRIBUTOR OR END USER. LICENSEE SHALL NOT MAKE OR PASS ON TO ANY PARTY (AND
SHALL REQUIRE THAT ITS SUB-DISTRIBUTORS DO NOT MAKE OR PASS ON TO ANY PARTY)
ANY WARRANTY OR REPRESENTATION ON BEHALF OF LICENSOR OTHER THAN OR
INCONSISTENT WITH THE LIMITED WARRANTY SET FORTH IN THIS PARAGRAPH.
13.2 Sole and Exclusive Remedy: Licensee acknowledges that Licensor’s sole obligation and liability and
Licensee’s sole and exclusive remedy for a breach of the express warranty under Section 13.1 shall be the
replacement or repair of any Licensed Product and/or disk(s) and/or CD-ROM(s) not meeting Licensor’s
limited warranty, provided that Licensor receives, during the applicable Warranty Period, written notice
of a defect or other problem. If Licensor is unable to replace or repair (a) defects causing the Licensed
Products to crash or corrupting the data within _____ days of such notice or (b) all other defects within a
reasonable period of time thereafter (which in no event shall be more than ____ days after its receipt of
the Licensed Products), Licensee may terminate this Agreement by returning all Licensed Products in its
possession to Licensor, and Licensor shall forthwith refund to Licensee that portion of the Royalty Fees
paid by Licensee which is attributable to the remaining portion of the current Term, calculated from the
date Licensor took receipt of the returned Licensed Products from Licensee.
13.3 Warranty Disclaimer: THE FOREGOING LIMITED WARRANTIES ARE IN LIEU OF ALL OTHER
WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, AND CONSTITUTE THE SOLE AND
EXCLUSIVE WARRANTIES OF LICENSOR WITH RESPECT TO THE LICENSED PRODUCTS. EXCEPT
FOR THE EXPRESS LIMITED WARRANTIES SET FORTH IN SECTION 13.1, LICENSOR