VIEWS: 803 PAGES: 8 CATEGORY: Protecting Intellectual Property POSTED ON: 3/4/2011
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.
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. © Copyright 2013 Docstoc Inc. registered document proprietary, copy not 2 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 possession. 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 © Copyright 2013 Docstoc Inc. registered document proprietary, copy not 3 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, © Copyright 2013 Docstoc Inc. registered document proprietary, copy not 4 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 hereof. 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 and plural. 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. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK. SIGNATURE PAGE FOLLOWS.] © Copyright 2013 Docstoc Inc. registered document proprietary, copy not 5 IN WITNESS WHEREOF the Licensor and the Licensee hereto have duly executed this Agreement as of the day and year first written above. (LICENSOR) Per: Name: Title: I have authority to bind the Company. (LICENSEE) Per: Name: Title: I have authority to bind the Company. © Copyright 2013 Docstoc Inc. registered document proprietary, copy not 6 SCHEDULE “A” © Copyright 2013 Docstoc Inc. registered document proprietary, copy not 7
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