This agreement is made between a licensor and a licensee whereby the licensor grants
the licensee a non-exclusive, non-assignable and non-transferable right to use the
licensor’s software. The licensee is seeking the right to use the licensor’s software in
order to create and develop a new software product. The parties can customize this
agreement to specify the term of the agreement, the licensing fees, the warranties, and
ownership rights. This agreement can be used by individuals or small businesses that
want to grant or obtain the right to use software for the development of a new product.
SYSTEMS DEVELOPMENT AND LICENSE AGREEMENT
THIS SYSTEMS DEVELOPMENT AND LICENSE AGREEMENT (the
“Agreement”), is made this ____ day of _________, 2____, by and between
__________________________, whose registered office address is
_________________________________ (the “Licensor”) and __________________________
(the “Licensee”), whose registered office address is _______________________________,
collectively referred to herein as (the “Parties”).
WHEREAS the Licensor is the owner, manufacturer and designer of the computer
software known as _________________ (the “Software”);
AND WHEREAS the Licensee desires to obtain a license from the Licensor to use the
Software for the development of _________________ (the “New Product”);
AND WHEREAS the Licensor desires to grant a license to the Licensee to use the
Software for the development of the New Product pursuant to the terms, conditions and
provisions contained herein.
IN CONSIDERATION of the promises and other good and valuable consideration set
forth, the Parties hereby acknowledge and agree as follows:
I. LICENSE GRANTED
The Licensor hereby grants to the Licensee a non-exclusive, non-assignable and non-transferable
License to use the Software (the “License”) for the development of a New Product(s).
II. TERM OF AGREEMENT
2.01 The Term of this Agreement shall be for a period of ____________ (___) (months/years)
(the “Term”). The Term shall commence on the ____ day of ______________, 2____ and shall
end on the ____ day of ___________, 2____.
2.02 The Licensee shall have the right to terminate this Agreement at any time upon the
destruction of the Software by Licensee.
2.03 In the event the Licensor or the Licensee terminates this Agreement, the Licensee shall
immediately cease any and all use of the Software.
III. OWNERSHIP OF SOFTWARE
3.01 Licensee acknowledges that the Licensor is the sole owner of the Software and this
License does not transfer to Licensee, any ownership, right and title to the Software. All New
Product(s) which may be created or produced by the Licensee by its use of the Software shall be
the sole property of Licensee. Notwithstanding the foregoing, Licensor shall retain all right, title
and proprietary interest in and ownership of the Software.
3.02 The Licensee acknowledges and agrees that it shall not at any time reproduce the
Software or modify the Software in any way, shape or form save and except for in accordance
with the provisions of this Agreement. The Licensee further agrees that it shall not infringe on
the intellectual property rights of the Licensor in respect of the Software.
3.03 The Licensor hereby grants the right to the Licensee to make ___________ (__) copy(s)
of the Software, solely for the purpose of archival or back-up purposes. Any of the terms and
conditions contained herein in respect to the reproduction and distribution of the Software shall
apply to the copy(s) made by Licensee. In the event Licensee copies the Software for any other
purpose, such action shall be considered as a breach of this Agreement.
IV. LICENSING FEES
4.01 Licensee shall pay to the Licensor a one-time Licensing Fee of ___________ ($______)
Dollars (the “Licensing Fees”) which shall be paid by the Licensee upon the Licensee receiving
Software in [insert the format in which the Software is to be delivered].
4.02 The Licensing Fee shall be paid by way of cash, certified check, bank draft, money order,
wire transfer or direct deposit or by such other means as the Licensor and the Licensee in writing
V. LIMITED WARRANTY
5.01 Licensor hereby warrants to the Licensee that any disc or hard drive, or other delivery
format, which contains the Software and which is provided to the Licensee shall be free and clear
from any and all defects in material and workmanship. This warranty shall be limited for a
period of ___________ (_ _) days from the date Licensee receives the Software from Licensor.
Replacement Software will be warranted for the remainder of the original limited warranty
period or __________ (___) days, whichever is longer.
This Agreement may be terminated without further notice in the event of a breach of the terms,
conditions or provisions contained in this Agreement.
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VII. DISCLAIMER OF WARRANTY [optional]
The Software provided by Licensor to the Licensee is provided on an “as is” basis without any
warranties, express or implied of any nature or kind whatsoever and for no particular purpose.
The Licensor does not warrant the fitness of the Software for any particular purpose or
Licensee acknowledges that the Licensor or any of its agents, employees, affiliates, subsidiaries,
successors or assigns may be held liable for any special, consequential or incidental damages,
including but not limited to, any damages incurred as a result of loss of business, business
interruption or loss of data, which may arise out of the use or inability to use the Software even
in the event that Licensor has advised the Licensee of such possibility of damages. In no event
shall the Licensor’s total cumulative liability for loss or damages exceed the amount of any
License Fees paid to the Licensor.
IX. REPRESENTATIONS AND WARRANTIES
The Licensor represents and warrants to the Licensee as follows:
A. that the Licensor is the owner of the Software and has the full right and authority
to grant the License contemplated herein; and
B. that the Software and this Agreement does not infringe on the rights of any third
10.1 In the event the Licensor provides its written consent to the Licensee to sell, transfer or
dispose of the Development, the Licensee shall indemnify and hold the Licensor harmless from
any and all claims, including attorneys’ fee, in connection with the redistribution or use of the
10.2 The Parties agree to mutually indemnify and hold one another and any of the party’s
employees, agents, affiliates, successors and assigns harmless from any and all claims, demands,
actions, suits, losses and expenses, including attorney’s fees in respect of any breach or
misrepresentation, noncompliance, injury, or damages caused by its employees, agents or
independent contractors. including reasonable attorney's fees and costs incurred as a result of a
breach of duties, obligations, representations and warranties by either party hereunder.
© Copyright 2011 Docstoc Inc. 4
XI. GENERAL PROVISIONS
11.01 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.
11.02 Each party hereto shall be responsible for its own legal and other expenses incurred in
connection with the negotiation, preparation, execution, delivery and performance of this Agreement.
11.03 The Parties hereto may not assign this Agreement or any part thereof to any third party
without the prior written consent of the other party.
11.04 This Agreement constitutes the entire agreement between the Parties and supersede all
prior agreements, representations, warranties, statements, promises, information, arrangements
and understandings, whether oral or written, express or implied, with respect to the subject
11.05 The Parties 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.
In any suit or arbitration regarding the Agreement, the prevailing party shall be entitled to
reasonable attorneys’ fees and costs.
11.06 This Agreement shall be governed by and construed in accordance with the laws of the
State of ___________________.
IN WITNESS WHEREOF the Parties hereto have duly executed this Agreement as of the
day and year first written above.
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