Australia Perpetual Software Licence by Megadox

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									             PERPETUAL SOFTWARE LICENCE AGREEMENT

THIS AGREEMENT made effective as of the _____ day of ______________, _______.

BETWEEN:

                         ___________________ (insert legal name of licensor)
                      _____________________________ (insert complete address)
                                       (the “Licensor”)

                                              - and -

                         ___________________ (insert legal name of licensee)
                      _____________________________ (insert complete address)
                                       (the “Licensee”)

1.      DEFINITIONS

The following terms are defined for the purposes of this Agreement:

(a)     “Derivative Works” means any software and copies thereof which are developed by any
        person and which are based on or incorporate any part or version of the Software, including
        without limitation any revision, modification, translation (including compilation or
        recapitulation by computer), abridgement, condensation, expansion, or any other form in
        which the Software licensed hereunder may be recast, transformed or adapted, and that if
        prepared without Licensor’s authorisation would constitute a copyright or trade secret
        infringement of the Software.

(b)     “Licence” means the licence herein granted to Licensee to use the Software as herein set out.

(c)     “Software” shall be the most recent version of the Software listed in Schedule “A” attached to
        this Agreement, including any databases included therein and the source code,
        documentation and related materials pertinent to said Software.

2.      GRANT OF LICENCE

Licensor hereby grants and Licensee hereby accepts a permanent, irrevocable, perpetual, royalty free,
non-exclusive licence to use, modify, change, improve, upgrade, resell, sub-license, rent, distribute,
duplicate or make any other use whatsoever of the Software as a true and lawful beneficial owner of
the Software would or could use such Software, including any and all Derivative Works created by or
for or on behalf of the Licensee, and including any revenue generating or commercial activities of any
kind whatsoever.

3.      CONSIDERATION

The consideration for the Licence herein granted is $___________, (insert amount) the receipt and full
sufficiency of which is hereby irrevocably acknowledged by Licensor.

4.      SUPPORT AND MAINTENANCE

The Licensor will not provide any fixes, upgrades, support or maintenance of the Software after its
initial delivery and installation in accordance with the terms of this Agreement.
                                                  -2-


5.      INSTALLATION, IMPLEMENTATION and TRAINING

The Licensor agrees to provide up to ____ (insert number) days of free on-site technical support to
assist Licensee with installation, implementation, and “train the trainer” services with respect to the
first installation by Licensee of the Software in ______________________ (insert city/town of
installation), or such other location as the parties may agree to, at no charge to Licensee.

6.      TERM and TERMINATION

This Licence shall be permanent, irrevocable and perpetual.

7.      PROPERTY RIGHTS

Title to the Software remains with Licensor. Notwithstanding the foregoing:

(a)     Licensee shall have full rights as set out in section 2 hereof without any obligation to account
        in any way to Licensor for any such activities or any revenue, income or profits derived
        therefrom.

(b)     Title to any improvements, upgrades, changes, modifications or Derivative Works shall
        remain with Licensee.

(c)     Licensee shall not be required or obligated to share or provide any improvements, u
								
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