This licensor oriented software license agreement template has 7 pages and is a MS Word file type listed under our software & technology documents.
Sample of our licensor oriented software license agreement template:
LICENSOR ORIENTED SOFTWARE LICENSE AGREEMENT This Licensor 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] WHEREAS, Licensor has developed certain computer programs and related documentation more particularly described in Schedule A attached hereto (the "Products") and desires to grant Licensee a license to use the Software. WHEREAS, Licensee wishes to use the Software under the conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual promises set forth herein, Licensee and Licensor hereby agree as follows: Definitions When used in this Agreement, the following terms shall have the respective meanings indicated, such meanings to be applicable to both the singular and plural forms of the terms defined: "Acceptance" of Software means completion of the acceptance testing process set forth in Section 3 of this Agreement. "Agreement" includes this agreement and its Schedules and Riders. "Delivery Date" is the date on which Licensor ships the Software to Licensee. "Designated Environment" means the computer equipment and software operating system described on Schedule C. "Documentation" means the user, system and installation documentation for the Software. "Error" means a material failure of the Software to function in conformity with the Specifications. "License" means the license granted by Licensor to Licensee to use the Software and Documentation in accordance with the terms and conditions of this Agreement. "Licensed Copies" means the number of copies of the Software and Documentation being licensed to the Licensee. "Location(s)" means Licensee's offices at the location(s) specified in Schedule D. "Maintenance Agreement" means the Software Maintenance Agreement between the parties effective as of the date of this Agreement. "Price" means the License Fees Licensee shall pay as specified in Schedule B. "Rider" refers to any riders attached to this Agreement, or any subsequently prepared document which the parties agree in writing to be considered a Rider. "Schedule" refers to any schedule attached to this Agreement, or any subsequently prepared document which the parties agree in writing to be considered a Schedule. "Software" means the computer programs specified in Schedule A in machine-readable, object code form, and any computer programs delivered to Licensee in machine-readable, object code form as Maintenance Releases and Product Releases (as these terms are defined in the Maintenance Agreement). "Specifications" means Licensor's current published Product Release Definitions. "Target Date" means the date set forth by which parties anticipate delivery of the Software. "Warranty Period" means [NUMBER] days from the date of Acceptance. Software License 2.1 License Licensor grants Licensee a non-exclusive, non-transferable license to (1) use the Software and Documentation solely for its internal operations at the Location(s) and on the Designated Environment, and (2) copy the Software and Documentation for archival or backup purposes only, provided that all titles, trademarks, and copyright, proprietary and restricted rights notices shall be reproduced in all such copies, and that all copies shall be subject to the terms of this Agreement. 2.2 Distribution Except as explicitly provided herein, Licensee shall not: (1) make available nor distribute all or part of the Software or Documentation to any third party by assignment, sublicense or by any other means; (2) copy, adapt, reverse engineer, decompile, disassemble, or modify, in whole or in part, any of the Software or Documentation; or (3) use the Software to operate in or as a time-sharing, outsourcing, or service bureau environment, or in any way allow third party access to the Software. Installation And Acceptance Licensor shall use reasonable efforts to deliver the Licensed Copies of the Software and Documentation to the Location(s) on or about the Target Date. Licensee shall have [NUMBER] days from the Delivery Date to perform acceptance testing. Licensee's Acceptance of the Software shall occur at the earlier of Licensee's operational use of the Software, or the expiration of [NUMBER] days from the Delivery Date without the provision of notice by Licensee to Licensor of any Error(s). If Licensee provides notice to Licensor of any Error(s) and Licensor verifies the alleged Error(s), the Software shall be accepted upon Licensor's correction of such Error(s). Price And Payment 4.1 Price Licensee shall pay the Price in accordance with the payment plan set forth in Schedule B. Licensor shall invoice any additional costs reasonably incurred by Licensor in the delivery of the Software as they are incurred. Payment shall be made by Licensee to Licensor in full without any right of set-off or deduction, and Licensee shall pay the Price and such costs within [NUMBER] days from the date of invoice. 4.2 Tax Licensee shall be responsible for any applicable sales or use taxes or any value added or similar taxes payable with respect to the licensing of the Software, or arising out of or in connection with this Agreement, other than taxes levied or imposed based upon Licensor's income. In the event that Licensor pays any such taxes on behalf of Licensee, Licensor shall invoice Licensee for such taxes and Licensee agrees to pay such taxes in accordance with this Agreement. 4.3 Interest Failure by Licensee to pay any amounts invoiced under this Agreement in full in accordance with this Agreement shall make Licensee liable to pay Licensor interest at the rate of [%] per month on the remaining amount due, or at the highest amount permitted by applicable law such interest to accrue on a daily basis after as well as before any judgment relating to collection of the amount due. Proprietary Rights Licensee acknowledges and agrees that the copyright, patent, trade secret, and all other intellectual property rights of whatever nature in the Software, Documentation and Specifications are and shall remain the property of Licensor, and nothing in this Agreement should be construed as transferring any aspects of such rights to Licensee or any third party. Confidentiality 6.1 Confidential Information "Confidential Information", shall mean the Software, Documentation, Specifications, and terms and conditions of this Agreement. Licensee acknowledges the confidential and proprietary nature of the Confidential Information and agrees that it shall not reveal or disclose any Confidential Information for any purpose to any other person, firm, corporation or other entity, other than Licensee's employees with a need to know such Confidential Information to perform employment responsibilities consistent with Licensee's rights under this Agreement. Licensee shall safeguard and protect the Confidential Information from theft, piracy or unauthorized access in a manner at least consistent with the protections Licensee uses to protect its own most confidential information. Licensee shall inform its employees of their obligations under this Agreement and shall take such steps as may be reasonable in the circumstances, or as may be reasonably requested by Licensor, to prevent any unauthorized disclosure, copying or use of the Confidential Information. Licensee acknowledges and agrees that in the event of the Licensee's breach of this Agreement, Licensor will suffer irreparable injuries not compensated by money damages and therefore shall not have an adequate remedy at law
