This license agreement long form template has 15 pages and is a MS Word file type listed under our legal agreements documents.
Sample of our license agreement long form template:
LICENSE AGREEMENT - LONG FORM This License Agreement - Long Form (the "Agreement") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the "Licensor"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME] (the "Licensee"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS Licensor has developed, and is entitled to license to others including Licensee, a computer program called [SPECIFY] (the "Software"), capable of running on [SPECIFY TYPE OF PC], and related user documentation (the "Documentation") (collectively, the Software and the Documentation constitute, the "Work"). WHEREAS Licensee wishes to license the use of the Work, and Licensor has agreed to license such use, pursuant to the terms of this agreement. GRANT OF LICENSE Licensor hereby grants to Licensee, for the internal use of Licensee only, a personal, non-transferable and non-exclusive license to use: (i) the Software, solely in executable object code format, on a single workstation (the "Workstation"); and (ii) the Documentation provided therewith at the location(s) noted under "Specific Use Permitted" in Schedule "A" (the "Authorized Location(s)"). Licensee's right, if any, to use the Software on a network or to otherwise use the Software on more than a single workstation at a particular Authorized Location is subject to Licensee having been granted an express license, under "Specific Use Permitted" in Schedule "A", to access the Software for each workstation thereon from which Licensee intends to use the Software. Unless otherwise provided under "Specific Use Permitted" in Schedule "A", one copy of the Documentation will be provided with each copy of the Software, which Licensee is to be provided with hereunder. At the written request of Licensee, additional copies of the Documentation will be licensed to Licensee at Licensee's cost. RESTRICTIONS ON USE Licensee shall (a) not copy the Software except to copy it onto a hard disk attached to Licensee's Workstation and to make one copy of the Software solely for backup purposes; (b) not copy any of the Documentation for any purpose; (c) not assign this agreement or transfer, lease, export or grant a sub-license of the Work or the license contained herein to any Person except as and when authorized to do so by Licensor in writing; (d) not network the Software or otherwise use it on other than Licensee's Workstation except as expressly provided for in Schedule "A"; (e) not reverse engineer, decompile or disassemble the Software; (f) not use the Work except as authorized herein; (g) take all reasonable precautions to prevent third parties from using the Work in any way that would constitute a breach of this agreement including, without limitation, such precautions as Licensee would otherwise take to protect its own proprietary software or hardware or information. In addition, Licensee shall not use the Work to act as a service bureau, in whole or in part, for any other Person, including any affiliate of Licensee except as expressly provided in Schedule "A". For the purposes of this agreement, "Person" includes an individual, corporation, partnership, joint venture, trust, unincorporated organization, the Crown or any agency or instrumentality thereof or any other judicial entity recognized by [YOUR COUNTRY LAW]. AUTHORIZED LOCATION (S) Provided that Licensee is not in default of any term of this agreement, Licensee may change the Authorized Location(s) from time to time, without the consent of the Licensor, by delivering [NUMBER] days prior written notice of the change of location to the Licensor together with written confirmation that Licensee will comply with the following conditions: The proposed Authorized Location shall be within the same municipality as the current Authorized Location; and The use of the Work at the current Authorized Location shall cease by the time of commencement of the use of the Work at the proposed Authorized Location. Otherwise, unless expressly provided under "Specific Use Permitted" in Schedule "A", Licensee may change an Authorized Location only with the prior written consent of Licensor, which shall not be unreasonably withheld. DELIVERY, INSTALLATION AND DATA CONVERSION As indicated in Schedule "A", Licensor shall deliver that number of copies of the executable object code for the Software to those Authorized Locations (together with such Documentation as is reasonably required by Licensee to operate the Software in the manner contemplated hereunder) and install the Software on the applicable Workstation(s) at each Authorized Location. The installation of the Software at an Authorized Location shall be deemed to be completed on the date that Licensor provides written notice to Licensee that the Software, including those modifications (the "Modifications"), if any, as set out in Schedule "B" hereto, has been properly installed, is in good working order, capable of meeting those requirements mutually agreed to by Licensor and Licensee as set out in Licensee's current user documentation as modified by Schedule "B" (the "Licensee's Specifications") and otherwise ready for Licensee to commence acceptance testing of the Software at the particular Authorized Location as contemplated in Section 6. In conjunction with, and as part of, the installation of the Software at an Authorized Location, if specifically contracted for in Schedule "B" hereof, Licensor, in consultation with and with the reasonable assistance of Licensee, shall be responsible for and shall carry out an electronic conversion of Licensee's data, as more particularly described in Schedule "B", from its current electronic form into a form suitable for processing with the Software and as required for the testing of the Software and for use of the Software as contemplated hereunder. TRAINING In conjunction with the installation of the Software at each Authorized Location, and prior to the commencement of acceptance testing at such Authorized Location, Licensor shall provide, for a period of up to [SPECIFY] man days at the first Authorized Location and [SPECIFY] man days at each subsequent Authorized Location, suitably qualified employees and appropriate documentation and manuals to train, and shall train, Licensee's personnel in the proper use, and day-to-day routine support, of the Software at such time as is mutually convenient for both Licensor and Licensee. ACCEPTANCE TESTING AT EACH AUTHORIZED LOCATION In respect of each Authorized Location, upon written notice by Licensor of the completion of the installation of the Software as provided for in Section 4 and the basic training provided for in Section 5, for a period of [NUMBER] days, Licensee shall operate the Software in accordance with Licensee's normal operating practices. At the end of each day during such [NUMBER] day operational period, Licensee shall notify Licensor of any instances in which the Software does not perform in accordance with Licensee's Specifications. If Licensor receives such notification, then it shall take such actions as are necessary to allow the Software to perform in accordance with the Licensee's Specifications. Once it has completed such action, the Software shall be retested by Licensee in accordance with Section 6.1. Such testing and notification by Licensee and remedial action by Licensor shall be repeated until the Software has been accepted by Licensee, acting reasonably, as performing in accordance with such criteria. Notwithstanding 6.1 and 6.2 of this Section 6, Licensee acknowledges and agrees that there may be minor deficiencies in the Software and provided that on notification thereof Licensor promptly rectifies such deficiencies, the acceptance of the Software will not be delayed thereby.
