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USA Perpetual Software License

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USA software developers, grant a publisher, reseller or distributor a Perpetual Software License with this template form. - The developer grants the licensee a permanent, irrevocable, perpetual, royalty-free, non-exclusive license to distribute, resell, sublicense or otherwise make use of the software. - In return for the perpetual license, the licensee pays the developer a fixed lump sum license fee. - The developer retains title to the original software, but title to any derivative works created by the licensee belongs to the licensee. - The licensee also has the right to decompile, disassemble and reverse engineer the software. This USA Perpetual Software License form is provided in MS Word format and is easy to download and use.

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  • pg 1
									               PERPETUAL SOFTWARE LICENSE 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), abridgment, 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 authorization would constitute a copyright or trade secret infringement of the
        Software.

(b)     “License” means the license 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 LICENSE

Licensor hereby grants and Licensee hereby accepts a permanent, irrevocable, perpetual, royalty free,
non-exclusive license 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 License herein granted is $___________, (insert amount) the receipt and full
sufficiency of which is hereby irrevocably acknowledged by Licensor.
                                                     -2-


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.

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 License 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, 
								
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