This agreement is made between two companies whereby one company obtains a
license from the other to use certain software products. This document contains the
material terms and conditions of the agreement including the licensing fee, the term of
the agreement and a limited warranty. It contains numerous standard provisions that
are commonly included in these types of agreements and may be customized to fit the
specific needs of the parties. This document should be used by corporations when
obtaining a license to use software.
LICENSE CONTRACT BETWEEN CORPORATIONS
THIS LICENSE AGREEMENT (the “Agreement”), is made between
______________________ [Instruction: Insert Licensor name.] (the “Licensor”), a Company
duly incorporated under the laws of the State of _______________ [Instruction: Insert state.]
and ______________________ [Instruction: Insert Licensee name.] (the “Licensee”), a
Company duly incorporated under the laws of the State of ______________________.
[Instruction: Insert state.]
WHEREAS this Agreement is for a license of the Software product set out on
SCHEDULE “A” annexed hereto (the “Software”) which the Licensee desires to obtain a license
to use the Software from the Licensor;
AND WHEREAS the Software contains all of the associated media, materials and
documentation which is or may be required by the Licensee;
AND WHEREAS the Licensor is desirous to grant a license to the Licensee to use the
Software which shall also contain any and all updates and upgrades, pursuant to the terms,
conditions and provisions contained herein.
NOW THEREFORE IN CONSIDERATION of the promises and other good and
valuable consideration set forth, the receipt and sufficiency of which is hereby acknowledged,
the parties agree as follows:
1. The Licensee hereby agrees that it shall agree to and be bound to the terms, conditions and
provisions of this Agreement at all times prior to and shall continue to be bound by its terms
upon installing or downloading the Software.
2. The Licensor agrees that it shall grant to the Licensee a non-transferable, non-exclusive
limited license to install and use the Software on the Licensee’s server for the Licensee’s
business purposes (the “License”).
3. The Licensee shall pay to the Licensor a licensing fee of __________ ($_______)
[Instruction: Insert written dollar amount to be paid, followed by numerical
representation of same.] United States Dollars upon execution of this Agreement.
4. The License granted herein shall be limited to _______ (___) [Instruction: Insert written
number of ports, followed by numerical representation of same.] Ports. “Ports” shall
mean a single storage network port that the Software can monitor, control and display.
5. The Licensee shall have the right to make and retain _____ (___) [Instruction: Insert
written number of copies permitted to be made, followed by numerical representation
of same.] copies of the Software, including any updates or upgrades, for use by the Licensee
for backup purposes in the event the Licensee should so require.
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6. The Licensee shall have the right to transfer all of its right and interest in and to this
Agreement provided the Licensee shall provide _______ (___) [Instruction: Insert written
number of required days notice, followed by numerical representation of same.] days
written notice of such transfer to the Licensor and upon the transferee executing an
agreement with the Licensor with the same terms, conditions and provisions contained herein
and paying the applicable licensing fees. Upon the Licensee giving notice to the Licensor
that it intends to transfer its right and interest in and to this agreement to a transferee, and
upon Licensor accepting such transfer, the Licensee agrees to dispose of and destroy all
copies of the Software, including any updates or upgrades that the Licensee may have in its
7. The Licensee agrees with the Licensor that it shall not at any time do any of the following:
(i) modify the Software in any way;
(ii) create any work which is based on the Software or in any way infringes on the
intellectual property of the Licensee; or
(iii) sell, lease or sublicense the Software to any third party.
8. The term of this Agreement shall be for a continuous existence and duration and shall only
terminate in the event the Licensee fails to comply with any of the terms, provisions and
conditions contained herein. Upon the Licensee breaching any of the terms, provisions and
conditions contained herein, the Licensor shall have the right to immediately terminate this
Agreement and the Licensee, upon notice from Licensor regarding such breach, shall
immediately dispose of and destroy all copies of the Software including any updates or
upgrades in its possession.
9. The Licensee acknowledges that the Licensor is licensing the Software to the Licensee on an
“as is” basis without making any warranties to the Licensee of any kind whatsoever.
10. The Licensee acknowledges that the Licensor shall at all times retain ownership to the
Software and any and all intellectual property in connection with the Software. The Licensee
agrees that it shall not at any time disclose any information relating to the Software and its
operation and performance to any third party except with the written consent of the Licensor
and except that Licensee may represent to third parties that it uses such Software and its
opinion of the Software.
11. The Licensor represents and warrants to the Licensee that any disc or other electronic media
when provided to the Licensee by the Licensor shall be free and clear of defects and
workmanship for a period of ______ (____) [Instruction: Insert written number of days,
followed by numerical representation of same.] days from the date the Software is
provided to the Licensee. In the event the Licensee finds a defect on any disc or other
electronic media provided by the Licensor within the time frame set out herein, the Licensee
shall immediately contact the Licensor to advise it of such defect and return the defective
disc or electronic media to the Licensor and the Licensor shall provide a replacement disc or
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electronic media. Any replacement disc or electronic media shall be warranted to the
Licensee by the Licensor for the remainder of the original warranty period.
12. THE LIMITED WARRANTY SET FORTH IN THIS AGREEMENT IS EXCLUSIVE
AND IN LIEU OF ALL OTHER WARRANTIES TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW OF THE GOVERNING JURISDICTION.
THE LICENSOR EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER
EXPRESS OR IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION
THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE AND NON-INFRINGEMENT. THIS LIMITED
WARRANTY GIVES THE LICENSEE SPECIFIC LEGAL RIGHTS. THE
LICENSEE ACKNOWLEDGES THAT NO WARRANTIES ARE MADE HEREIN
BY ANY OF THE LICENSOR’S THIRD PARTY SUPPLIERS.
13. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO
EVENT SHALL THE LICENSOR BE LIABLE FOR INDIRECT, INCIDENTAL,
SPECIAL, COVER, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES,
INCLUDING BUT NOT LIMITED TO LOST DATA OR LOST PROFITS,
HOWEVER ARISING, WHETHER BASED IN CONTRACT, TORT, OR ANY
LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO CLAIMS
FOR BODILY INJURY OR DEATH OR DAMAGE TO REAL OR TANGIBLE
PERSONAL PROPERTY DIRECTLY CAUSED BY THE LICENSOR’S GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT. IN ANY CASE, THE LICENSOR’S
ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT SHALL
BE LIMITED TO THE GREATER OF THE AMOUNT ACTUALLY PAID BY THE
LICENSEE FOR THE SOFTWARE OR ______________ ($__________) [Instruction:
Insert written dollar amount of maximum liability, followed by numerical
representation of same.] DOLLARS. DUE TO SOME STATES AND
JURISDICTIONS NOT ALLOWING THE EXCLUSION OR LIMITATION OF
LIABILITY, THE LIMITATIONS SET FORTH IN THIS AGREEMENT MAY NOT
APPLY. IN ADDITION, THE LICENSOR, ON ITS OWN BEHALF AND ON
BEHALF OF ITS THIRD PARTY SUPPLIERS, RESELLERS AND DISTRIBUTORS
DISCLAIM ALL LIABILITY OF ANY KIND.
14. The Licensor shall/shall not [Instruction: Choose one, delete inapplicable.] provide
technical support to the Licensee in respect of the Software.
15. The Software and the related documentation provided is a commercial item as that term is
defined pursuant to the laws of the governing jurisdiction, consisting of “commercial
computer software” and “commercial computer software documentation”.
16. The Licensor and the Licensee may not assign this Agreement or any part thereof to any third
party without the prior written consent of the other party.
17. This Agreement constitutes the entire agreement between the Licensor and the Licensee and
supersedes all prior agreements, representations, warranties, statements, promises,
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information, arrangements and understandings, whether oral or written, express or implied,
with respect to the subject matter hereof and the Agreement may not be changed without the
written authorization of both parties.
18. Each provision of this Agreement is intended to be severable. If any provision hereof is
illegal or invalid, such illegality or invalidity shall not affect the validity of the remainder
19. The Licensor and the Licensee agree that any disputes or questions arising hereunder
including the construction or application of this Agreement shall be settled by arbitration in
accordance with the rules of the American Arbitration Association then in force, and that the
arbitration hearing shall be held in the city in which the principal office of the party
requesting arbitration is located.
20. This Agreement shall be governed by and construed in accordance with the laws of the State
of ___________________ [Instruction: Insert state.] applicable therein and as amended
from time to time. This agreement shall extend to and inure to the benefit of the heirs,
executors, administrators, estate trustees, legal personal representatives, successors, and
assigns of the Corporation and the Purchaser and shall be binding upon the Vendor and
it/his/her heirs, executors, administrators, representatives, successors and assigns.
21. The pronouns used herein shall include, where appropriate, either gender or both, singular
22. This document or any subsequent amendment hereto may be executed by facsimile and/or in
one or more counterparts, each of which when so executed and delivered shall be deemed an
original, but all of which taken together shall constitute but one and the same original. Each
party shall accept any such signed faxed counterpart as full execution of this document or
any subsequent amendment thereto.
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IN WITNESS WHEREOF the Licensor and the Licensee hereto have duly executed this
Agreement as of the day and year first written above.
I have authority to bind the Company.
I have authority to bind the Company.
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