Source Code License by bobzepfel


Source Code License

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									                          SOURCE CODE LICENSE AGREEMENT

       This Source Code Software License Agreement ("Agreement") is entered into this __ day
of                          , by and between                          ("Licensor") and

       In consideration of the mutual covenants and promises herein contained, it is agreed as

        1.      Definition of Licensed Source Code Code. The term "Licensed Source Code"
shall mean the source code versions in human and machine readable forms, including any
modifications or improvements made by Licensor and provided to Licensee, of the program
known as “
                                                                          , and any other
materials which are provided for use in connection with such source code including, without
limitation, installation manuals, operations manuals and internal documentation.

       2.      Ownership of Licensed Source Code. Licensee acknowledges and agrees that:

                2.1    Title and all rights of ownership to the Licensed Source Code, and all
copies of all or any part thereof, are and remain with Licensor;

               2.2    Licensee will not lend, sell, lease, hypothecate, disclose or otherwise
dispose of the Licensed Source Code except as expressly authorized by this Agreement;

              2.3     All copies of the Licensed Source Code, or any part thereof, in any form
whatsoever, including, but not limited to, forms cognizable to the human eye (directly, or upon
enlargement or translation), or to data processing or other equipment shall be the sole and
exclusive property of Licensor; and

               2.4    The Licensed Source Code is comprised of Licensor's trade secrets and
proprietary information.

        3.     License. Subject to the terms and conditions of this Agreement, Licensor hereby
grants to Licensee a perpetual, personal, non-exclusive and non-transferable license to use and
modify the Licensed Source Code, solely for Licensee’s internal business purposes; provided
that any modification or improvement of the Licensed Source Code shall remain subject to the
provisions he
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