This oem reciprocal license agreement template has 25 pages and is a MS Word file type listed under our legal agreements documents.
Sample of our oem reciprocal license agreement template:
OEM RECIPROCAL LICENSE AGREEMENT This OEM Reciprocal License Agreement (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] This OEM License Agreement is a "Contract" made pursuant to a Master Agreement of [DATE]. This Agreement, the Master Agreement and Exhibits [SPECIFY] of the Master Agreement will become effective simultaneously, as of the date when this Agreement, the Master Agreement and all such Exhibits of the Master Agreement have been mutually signed and delivered by the parties. DEFINITIONS "Code" means the computer programming code relating to [SPECIFY] and [SPECIFY] software products in object and/or executable code form (machine-readable) not to include source code. "Documentation" means the textual materials relating to the Code provided to each other by Licensor and Licensee, including operating instructions, related technical information, and user documentation. "[SOFTWARE NAME]" means the software products and programs for [SPECIFY], as listed in Exhibit A including their Code and Documentation, and any other existing or future e-Commerce Products that Licensor determines is appropriate for [SPECIFY], including their Code and Documentation. Exhibit A shall be updated to keep it current with future e-Commerce Products of Licensor for [SPECIFY] and Updates. "e-Commerce Products" means software products and programs that are used in the creation, analysis, management and promotion of Internet E-Commerce web sites, storefronts, customer service, business logic, and e-commerce transactions for consumer-to-business and business-to-business solutions across the Internet or Intranets. Software products or programs that are not competitive with [SOFTWARE NAME] or future releases thereof shall not be deemed to be within the definition of ecommerce products. "Marks" means Licensor Marks and Licensee Marks. "Licensor Marks" means the trademarks and/or product names of Licensor. "Licensee Marks" means the trademarks and/or product names of Licensee. "Proprietary Data" means any proprietary "know-how" which a disclosing party discloses to a receiving party relating to the development or use of the disclosing parties design, structure, configuration, programming, and protocol of the disclosing parties software. "Know-how" may include computer program designs, algorithms, subroutines, system specifications, programming logic, manufacturing techniques, and program architecture. "Licensor Software" means any software proprietary to Licensor including [SOFTWARE NAME] programs or Code. It also refers to any [SOFTWARE NAME] programs used in conjunction with Licensee Software. "Licensee Software" means the software proprietary to Licensee which is included by Licensee in [SPECIFY]. "[SPECIFY] [NAME]" mean the [SPECIFY] software distribution designated by Licensee for [NAME]. This [SPECIFY] software distribution for [NAME] includes a [SPECIFY] kernel, Licensee Software and [SPECIFY] Third Party Software. [SPECIFY] for [NAME] includes existing and future versions thereof. Third Party Software. "Third Party Software" means the software proprietary third parties which is included in [SPECIFY]. "[SPECIFY] Third Party Software means the Third Party Software included by Licensee in [SPECIFY] for [NAME]. "[SOFTWARE NAME] Third Party Software" means the Third Party Software included by Licensor in [SOFTWARE NAME]. "[SPECIFY] [NAME]" means the bundled combination of [SOFTWARE NAME] with [SPECIFY] [NAME] plus third party software, plus any other software the parties agree to add. "Licensor's version of the bundle" means the bundled combination of [SPECIFY] [NAME] with [SOFTWARE NAME] plus any software the parties agree to add. "Reseller" shall mean a distributor, OEM, VAR, integrator, retailer, dealer or other reseller. "Updates" shall means updates and upgrades to, new versions of, and replacements for [SOFTWARE NAME]. OWNERSHIP Ownership [SOFTWARE NAME] is the proprietary product of Licensor and others in accordance with Sections 3.3 and 3.4 below and is protected by the Copyright and Trademark Laws of the [COUNTRY]. Licensee acknowledges that Licensor and others in accordance with Sections 3.3 and 3.4 below own the intellectual property in [SOFTWARE NAME] software and Licensee makes no claim of ownership to their intellectual property in [SOFTWARE NAME] or [SOFTWARE NAME] itself. Licensor and Licensee Markings Licensee and Licensor shall not in any manner act adversely to each others Marks, Proprietary Data, or other intellectual property. Licensee shall not remove the Licensor Marks from [SOFTWARE NAME], unless granted in written permission from Licensor. Licensor shall not remove the Licensee Marks from [SPECIFY], unless granted in written permission from Licensor. Mutual Rights and Obligations Licensor acknowledges that all rights, ownership, and trademarks of [SPECIFY] for [NAME] are the exclusive property of Licensee and/or Licensee's licensors / suppliers. Licensee acknowledges that all rights, ownership and trademarks of [SOFTWARE NAME] are the exclusive property of Licensor and/or Licensor licensors/suppliers. Licensor shall not in any manner act adversely to the Licensee Marks, Licensee's Proprietary Data or other intellectual property of Licensee. The [NAME] product name and trademark shall belong exclusively to Licensee. The parties will work together in the spirit of an equal partnership so that there is agreement on all product issues such as content, look and feel and licensing terms. Licensee will be sure that the name [SOFTWARE NAME] is featured in all packaging and promotion, web sites and software so that brand equity is built for both parties and their respective products ([NAME] and [SOFTWARE NAME]). [SPECIFY] [NAME] must give prominent credit to [SOFTWARE NAME] in all packaging and promotion. Licensor must have the opportunity to approve packaging and promotional materials. Licensor marketing materials, packaging and look & feel must come through in Licensee's packages, web sites and collateral. Licensor is entitled to create its own version of the bundled software and for that version hereby extends to Licensee the same terms listed above. LICENSE License Grant Licensor grants a, non-transferable (except under Section [NUMBER] of the Master Agreement), worldwide right and license for the [SPECIFY] market during the term of this Agreement, (and Licensee grants Licensor a non-transferable (except under Section [NUMBER] of the Master Agreement), worldwide right and license for the [SPECIFY] market during the term of this agreement) to do the following: bundle [SOFTWARE NAME] with [SPECIFY] for [NAME] to create [NAME] and Licensor's version of the bundled product. market, distribute, package, and publish [SOFTWARE NAME] and [SPECIFY], including [SOFTWARE NAME] and [SPECIFY] Software and documentation, only as part of [NAME] or Licensor's version of the bundled product and sell [SOFTWARE NAME] and [SPECIFY] licenses to end users who receive [NAME]; use [SOFTWARE NAME] (such use being limited to use by employees or by independent contractors of Licensee for internal use only). Such internal use will require payment of [SPECIFY] license fees based on the number of CPUs being used. Licensee shall be entitled to purchase such [SPECIFY] licenses from Licensor at Licensor's cost. Licensor employees and independent contractors may use [SPECIFY] for internal development. copy and reproduce [SOFTWARE NAME] and [SPECIFY] for the purposes of this Agreement. [SOFTWARE NAME] is licensed, not sold
