This licensee oriented software license agreement template has 17 pages and is a MS Word file type listed under our software & technology documents.
LICENSEE ORIENTED SOFTWARE LICENSE AGREEMENT This Licensee Oriented Software License Agreement (the "Agreement") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the "Licensor"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [LICENSEE NAME] (the "Licensee"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] NOW, THEREFORE, in consideration of the mutual promises set forth herein, Licensee and Licensor hereby agree as follows: License Software License Licensor hereby grants to Licensee a perpetual, irrevocable, non-exclusive license (the "License") to use the program supplied hereunder (the "Program") and other materials related thereto (the "Documentation", which collectively with the Program is referred to herein as the "Software"), subject to the terms and conditions hereinafter set forth in this Agreement and the schedules annexed to this Agreement (the "Schedules''). License Fee and Payment As consideration for the License, Licensee will pay Licensor the amounts set forth in Schedule A annexed hereto pursuant to the terms stated therein. Licensed Software The Program The Program will consist of the modules or components, will perform the functions and will comply with the proposals and specifications identified or set forth on Schedule B annexed hereto. Licensor is required to deliver to Licensee the number of copies of the Program specified in Schedule B, which shall be contained on machine-readable media which can be read by the hardware on which the Program is to be run (the "Hardware"), as specified in Schedule C annexed hereto. Licensee will have the right, as part of the License granted herein, to make as many additional copies of the Program as it may deem necessary. Documentation The Documentation will consist of any and all operator's and user's manuals, training materials, guides, commentary, listings and other materials for use in conjunction with the Program, as set forth in Schedule B. Licensor is required to deliver to Licensee the number of copies of said Documentation as specified in Schedule B. Licensee will have the right, as part of the License granted herein, to make as many additional copies of the Documentation as it may deem necessary. Source Code The Program is deemed to include: its source code form; a compiler, or similar computer program which can convert the source code into the object code form of the Program; and the Documentation is deemed to include all relevant commentary, including explanation, flow charts, algorithm and subroutine descriptions, memory and overlay maps and other documentation of the source code ("Commentary"). Licensor is required to deliver to Licensee with the object code, the number of copies of the complete source code and compiler contained on machine readable media which can be read by the Hardware as is specified in Schedule B, as well as the number of copies of the complete listing of the source code and Commentary as specified in Schedule B. Licensee will have the right, as part of the License, to make as many additional machine readable or other copies of the source code, the listing thereof and Commentary for its own use as it may deem necessary. In the event of the dissolution, bankruptcy or insolvency of Licensor, Licensee shall own its copies of the Software. Source Code Escrow No later than the time of Licensor's delivery of the Program and Documentation to Licensee, as specified below, Licensor shall place in escrow a fully commented and documented copy of the source code form of the Program, a listing thereof and all relevant Commentary, of said copy of the source code, a listing thereof and Commentary to the Escrow Agent under the Software Deposit Agreement. If Licensor corrects any defects in, or provides any revision to, the Program under Section 7.2 hereof, or under any software maintenance agreement, Licensor shall simultaneously furnish the Escrow Agent with a corrected or revised copy of the source code form of the Program, a revised listing thereof, and revised Commentary. Operating Environment and Modifications Operating Environment The Program, and each module or component and function thereof, will be capable of operating fully and correctly on the Hardware and the operating system specified in Schedule C. The computer programming language in which the Program, as delivered, will be written, and any compiler or other computer program which, in addition to the operating system, must be present in order for the Program to function fully, are also specified in Schedule C. Unless expressly indicated in Schedule C, the addition or connection of other computer equipment to the Hardware will not adversely affect performance of the Program. The Documentation will in all cases be fully applicable to use of the Program on the Hardware and in conjunction with the operating system or other required programs set forth in Schedule C, if any, and will identify and reflect any particular features of any of same which may affect the normal use and operation of the Program. Conversion Licensor represents that the Program and Documentation are currently fully operational and being used on the configuration of Hardware and operating system and other required computer programs, if any, specified in Schedule C. After execution of this Agreement, Licensor shall promptly make any modifications to the Software called for by Schedule D annexed hereto and convert the program to run on the Hardware and operating system, and the program shall be written in the computer language specified in Schedule C. Custom Modifications Licensor shall make certain modifications to the Software, prior to delivery of same to Licensee, as specified in Schedule D. The Program and Documentation shall be deemed to include all such modifications for all purposes hereunder. The total separate charge for such modifications shall be payable as set forth in Schedule A. In the event the Software as modified hereunder is accepted, then Licensee shall be deemed the owner of such modifications and Licensor shall not distribute the Software with such modifications to any other party unless it first agrees to pay Licensee a reasonable royalty, pursuant to such other reasonable terms as the parties may agree upon. Delivery And Installation Delivery Within [NUMBER] days of the execution of this Agreement by Licensor, and upon no less than [NUMBER] days prior notice to Licensee, Licensor shall deliver to Licensee's premises set forth in Schedule E (the "Site"), the required number of copies of the object code form of the Program, together with the required number of copies of the source code, compiler, Commentary, listings and other Documentation. Upon at least [NUMBER] days notice to Licensor, Licensee may, at no cost, postpone the delivery of the Software to a mutually agreed upon date no more than [NUMBER] days thereafter. Licensor shall bear all freight, shipping and handling costs for such delivery of the Software and all risk of loss, including any insurance costs. If Licensor fails to make timely delivery of the Software as provided above, then Licensee may elect to cancel this Agreement and Licensor shall immediately refund all sums previously paid to it by Licensee hereunder. Program Installation and Acceptance Licensee shall install the Program on the Hardware as specified in Schedules C and E annexed hereto. Licensee shall conduct all of its own testing procedures on the Program as set forth in Schedule F annexed hereto. The successful completion of Licensee acceptance testing will be deemed Licensee's acceptance of the Program
This licensee oriented software license agreement template has 17 pages and is a MS Word file type listed under our software & technology documents.
LICENSEE ORIENTED SOFTWARE LICENSE AGREEMENT This Licensee Oriented Software License Agreement (the "Agreement") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the "Licensor"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [LICENSEE NAME] (the "Licensee"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] NOW, THEREFORE, in consideration of the mutual promises set forth herein, Licensee and Licensor hereby agree as follows: License Software License Licensor hereby grants to Licensee a perpetual, irrevocable, non-exclusive license (the "License") to use the program supplied hereunder (the "Program") and other materials related thereto (the "Documentation", which collectively with the Program is referred to herein as the "Software"), subject to the terms and conditions hereinafter set forth in this Agreement and the schedules annexed to this Agreement (the "Schedules''). License Fee and Payment As consideration for the License, Licensee will pay Licensor the amounts set forth in Schedule A annexed hereto pursuant to the terms stated therein. Licensed Software The Program The Program will consist of the modules or components, will perform the functions and will comply with the proposals and specifications identified or set forth on Schedule B annexed hereto. Licensor is required to deliver to Licensee the number of copies of the Program specified in Schedule B, which shall be contained on machine-readable media which can be read by the hardware on which the Program is to be run (the "Hardware"), as specified in Schedule C annexed hereto. Licensee will have the right, as part of the License granted herein, to make as many additional copies of the Program as it may deem necessary. Documentation The Documentation will consist of any and all operator's and user's manuals, training materials, guides, commentary, listings and other materials for use in conjunction with the Program, as set forth in Schedule B. Licensor is required to deliver to Licensee the number of copies of said Documentation as specified in Schedule B. Licensee will have the right, as part of the License granted herein, to make as many additional copies of the Documentation as it may deem necessary. Source Code The Program is deemed to include: its source code form; a compiler, or similar computer program which can convert the source code into the object code form of the Program; and the Documentation is deemed to include all relevant commentary, including explanation, flow charts, algorithm and subroutine descriptions, memory and overlay maps and other documentation of the source code ("Commentary"). Licensor is required to deliver to Licensee with the object code, the number of copies of the complete source code and compiler contained on machine readable media which can be read by the Hardware as is specified in Schedule B, as well as the number of copies of the complete listing of the source code and Commentary as specified in Schedule B. Licensee will have the right, as part of the License, to make as many additional machine readable or other copies of the source code, the listing thereof and Commentary for its own use as it may deem necessary. In the event of the dissolution, bankruptcy or insolvency of Licensor, Licensee shall own its copies of the Software. Source Code Escrow No later than the time of Licensor's delivery of the Program and Documentation to Licensee, as specified below, Licensor shall place in escrow a fully commented and documented copy of the source code form of the Program, a listing thereof and all relevant Commentary, of said copy of the source code, a listing thereof and Commentary to the Escrow Agent under the Software Deposit Agreement. If Licensor corrects any defects in, or provides any revision to, the Program under Section 7.2 hereof, or under any software maintenance agreement, Licensor shall simultaneously furnish the Escrow Agent with a corrected or revised copy of the source code form of the Program, a revised listing thereof, and revised Commentary. Operating Environment and Modifications Operating Environment The Program, and each module or component and function thereof, will be capable of operating fully and correctly on the Hardware and the operating system specified in Schedule C. The computer programming language in which the Program, as delivered, will be written, and any compiler or other computer program which, in addition to the operating system, must be present in order for the Program to function fully, are also specified in Schedule C. Unless expressly indicated in Schedule C, the addition or connection of other computer equipment to the Hardware will not adversely affect performance of the Program. The Documentation will in all cases be fully applicable to use of the Program on the Hardware and in conjunction with the operating system or other required programs set forth in Schedule C, if any, and will identify and reflect any particular features of any of same which may affect the normal use and operation of the Program. Conversion Licensor represents that the Program and Documentation are currently fully operational and being used on the configuration of Hardware and operating system and other required computer programs, if any, specified in Schedule C. After execution of this Agreement, Licensor shall promptly make any modifications to the Software called for by Schedule D annexed hereto and convert the program to run on the Hardware and operating system, and the program shall be written in the computer language specified in Schedule C. Custom Modifications Licensor shall make certain modifications to the Software, prior to delivery of same to Licensee, as specified in Schedule D. The Program and Documentation shall be deemed to include all such modifications for all purposes hereunder. The total separate charge for such modifications shall be payable as set forth in Schedule A. In the event the Software as modified hereunder is accepted, then Licensee shall be deemed the owner of such modifications and Licensor shall not distribute the Software with such modifications to any other party unless it first agrees to pay Licensee a reasonable royalty, pursuant to such other reasonable terms as the parties may agree upon. Delivery And Installation Delivery Within [NUMBER] days of the execution of this Agreement by Licensor, and upon no less than [NUMBER] days prior notice to Licensee, Licensor shall deliver to Licensee's premises set forth in Schedule E (the "Site"), the required number of copies of the object code form of the Program, together with the required number of copies of the source code, compiler, Commentary, listings and other Documentation. Upon at least [NUMBER] days notice to Licensor, Licensee may, at no cost, postpone the delivery of the Software to a mutually agreed upon date no more than [NUMBER] days thereafter. Licensor shall bear all freight, shipping and handling costs for such delivery of the Software and all risk of loss, including any insurance costs. If Licensor fails to make timely delivery of the Software as provided above, then Licensee may elect to cancel this Agreement and Licensor shall immediately refund all sums previously paid to it by Licensee hereunder. Program Installation and Acceptance Licensee shall install the Program on the Hardware as specified in Schedules C and E annexed hereto. Licensee shall conduct all of its own testing procedures on the Program as set forth in Schedule F annexed hereto. The successful completion of Licensee acceptance testing will be deemed Licensee's acceptance of the Program
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