This saas license agreement template has 8 pages and is a MS Word file type listed under our legal agreements documents.
SAAS LICENSE AGREEMENT This SaaS 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: [SECOND PARTY 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, the Licensor is engaged in the business of providing a software, as more specifically described in the Scope of Services of the present Agreement; WHEREAS, the Licensor wishes to grant the Licensee the license to use its software in accordance with the terms of this Agreement; NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS: DEFINITIONS "Documentation" means the technical publications relating to the Software, such as reference, user, installation, systems administrator, and technical guides, delivered by the Licensor to the Licensee. "Licensee" shall mean the end user operating the Software. "Software" shall mean all or any portion of the Software and all Documentation relating thereto being licensed by the Licensor, or otherwise indicated in the Agreement as being licensed by the Licensor, which is delivered by the Licensor to the End User Licensee. The Software also includes the ideas and concepts contained within the various physical implementations of the Software, in machine-readable, object code form, and any computer programs delivered to the Licensee in machine-readable, object code form and any related Documentation associated therewith, including any user Documentation and all interfaces and custom programming developed by the Licensor for the Licensee under this Agreement. "Know-How" includes all technology, source code, object code, local area network manager code, technical information, procedures, processes, trade secrets, methods, practices, techniques, information, logic/flow charts, sketches, drawings, specifications, application and modification manuals and data relating to the design, manufacture, production, inspection, and testing of the Software, which are from time to time in the Licensor's possession. "Manuals" means the programmer's manuals, the technical manuals and the user manuals, and other similar Documentation. "Modifications" means enhancements and/or correction of errors, and Modifications shall be deemed to have been accepted by the Licensee upon the lapse of _______ days following successful installation of any Modifications, unless the Licensee notifies the Licensor in writing prior to the lapse of such period that the Modifications in question do not conform to the specifications. TERM OF AGREEMENT This Agreement shall come into force on the Effective date, as mentioned in the beginning of this Agreement, and shall continue to be in force for a period of ______ years from the Effective date hereof unless amended or terminated earlier in accordance with the provisions of this Agreement. This Agreement may be renewed for an additional period with the mutual consent of both the parties and with the same terms and provisions, unless this Agreement shall be amended or terminated in the manner hereinafter provided. GRANT OF LICENSE Subject to the terms and conditions of the Agreement, the Licensor grants to the Licensee a personal, non-exclusive, non-transferable license to use the Software developed by the Licensor. The Licensee shall be entitled to use the Software provided by the Company only for its own use. FEES: The Licensor will provide the Software hereunder to the Licensee for a period of ____ years. The total Licensing fee of the Software shall depend on a project to project basis as decided between the parties with mutual consent in writing. The Licensee shall be required to pay the decided Licensing fee to the Licensor on a _________[Yearly/Monthly] basis as Licensing fee of the Software. The Software shall be installed at the Licensee's premises only when the first year Licensing fee has been paid by the Licensee. The Licensor has rights to terminate this Licensing Agreement with an immediate effect and uninstall its Software if the Licensing fee is not paid by the Licensee for a period of ________ days post its due date. All payments hereunder shall be made via ____________________ (mode of payment). ACKNOWLEDGEMENTS, REPRESENTATIONS AND WARRANTIES BY THE LICENSEE The Licensee shall not directly or indirectly, market, distribute, sell, lease, license, sub-license decompile, disassemble, reverse engineer, duplicate, copy, use the Software to provide processing services to third parties, or otherwise use the Software on a service bureau basis, or attempt to derive the source code from it. The Licensee may not rent, lease, lend or provide commercial hosting services with the Software, unless agreed by the Licensor in writing. The Licensee may not transfer the Software to a different Software database platform or operating system, unless agreed by the Licensor in writing. The Licensee may not export, use or permit to be accessed, the Software or Documentation in violation of applicable laws or any law or regulation of any country. The Licensee may not, directly or indirectly, sublicense, relicense, distribute, disclose, use, rent or lease the Software or any portion thereof, for third-party use, training, facilities management, time-sharing, use by an application service provider or service bureau use. CONFIDENTIAL INFORMATION "Confidential information" means all trade secrets, know-how, Software and other financial, business or technical information of the Licensor or any of its suppliers that is disclosed by or for the Licensor in relation to this Agreement but not including the information which the Licensee can demonstrate (a) was rightfully furnished to it without restriction by a third party and without breach of any obligation to the Licensor, (b) is generally available to the public without breach of this Agreement or (c) was independently developed by it without reliance on such information. The Software is the Licensor's confidential information. Except for the specific rights granted by this Agreement, the Licensee shall not possess, use or disclose any confidential information without the Licensor's prior written consent, and shall use reasonable care to protect the confidential information. The Licensee shall be responsible for any breach of confidentiality by its employees, officers, agents, directors or representatives. COPYRIGHTS The Software and Related Materials are owned by the Licensor and are protected by U.S. copyright laws and applicable international treaties and/or conventions. Without limiting the prohibition on assignment contained elsewhere in this Agreement, the Licensee acknowledges that its rights to use the Software are personal to the Licensee. The Licensee therefore covenants not to permit the use of the Software by unauthorized persons and to use its best efforts to prevent the exportation of the Software or any portion thereof into any country which does not have copyright laws that will protect the Licensor's Copyrights. The Licensor, at its own expense, will defend and indemnify the Licensee from all claims that the Software infringes a U.S. copyright, provided that the Licensee gives the Licensor prompt written notice of such claims and permits the Licensor to defend or settle the claims and provides the Licensor with all reasonable co-operation, and further provided that the Licensor shall not be required to defend and indemnify the Licensee from infringement claims resulting from Modifications by the Licensee. AUDIT The Licensor shall have the right to conduct an audit of the Licensee's account by its own Independent Auditor at any time during the term of this Agreement. TERMINATION
This saas license agreement template has 8 pages and is a MS Word file type listed under our legal agreements documents.
SAAS LICENSE AGREEMENT This SaaS 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: [SECOND PARTY 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, the Licensor is engaged in the business of providing a software, as more specifically described in the Scope of Services of the present Agreement; WHEREAS, the Licensor wishes to grant the Licensee the license to use its software in accordance with the terms of this Agreement; NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS: DEFINITIONS "Documentation" means the technical publications relating to the Software, such as reference, user, installation, systems administrator, and technical guides, delivered by the Licensor to the Licensee. "Licensee" shall mean the end user operating the Software. "Software" shall mean all or any portion of the Software and all Documentation relating thereto being licensed by the Licensor, or otherwise indicated in the Agreement as being licensed by the Licensor, which is delivered by the Licensor to the End User Licensee. The Software also includes the ideas and concepts contained within the various physical implementations of the Software, in machine-readable, object code form, and any computer programs delivered to the Licensee in machine-readable, object code form and any related Documentation associated therewith, including any user Documentation and all interfaces and custom programming developed by the Licensor for the Licensee under this Agreement. "Know-How" includes all technology, source code, object code, local area network manager code, technical information, procedures, processes, trade secrets, methods, practices, techniques, information, logic/flow charts, sketches, drawings, specifications, application and modification manuals and data relating to the design, manufacture, production, inspection, and testing of the Software, which are from time to time in the Licensor's possession. "Manuals" means the programmer's manuals, the technical manuals and the user manuals, and other similar Documentation. "Modifications" means enhancements and/or correction of errors, and Modifications shall be deemed to have been accepted by the Licensee upon the lapse of _______ days following successful installation of any Modifications, unless the Licensee notifies the Licensor in writing prior to the lapse of such period that the Modifications in question do not conform to the specifications. TERM OF AGREEMENT This Agreement shall come into force on the Effective date, as mentioned in the beginning of this Agreement, and shall continue to be in force for a period of ______ years from the Effective date hereof unless amended or terminated earlier in accordance with the provisions of this Agreement. This Agreement may be renewed for an additional period with the mutual consent of both the parties and with the same terms and provisions, unless this Agreement shall be amended or terminated in the manner hereinafter provided. GRANT OF LICENSE Subject to the terms and conditions of the Agreement, the Licensor grants to the Licensee a personal, non-exclusive, non-transferable license to use the Software developed by the Licensor. The Licensee shall be entitled to use the Software provided by the Company only for its own use. FEES: The Licensor will provide the Software hereunder to the Licensee for a period of ____ years. The total Licensing fee of the Software shall depend on a project to project basis as decided between the parties with mutual consent in writing. The Licensee shall be required to pay the decided Licensing fee to the Licensor on a _________[Yearly/Monthly] basis as Licensing fee of the Software. The Software shall be installed at the Licensee's premises only when the first year Licensing fee has been paid by the Licensee. The Licensor has rights to terminate this Licensing Agreement with an immediate effect and uninstall its Software if the Licensing fee is not paid by the Licensee for a period of ________ days post its due date. All payments hereunder shall be made via ____________________ (mode of payment). ACKNOWLEDGEMENTS, REPRESENTATIONS AND WARRANTIES BY THE LICENSEE The Licensee shall not directly or indirectly, market, distribute, sell, lease, license, sub-license decompile, disassemble, reverse engineer, duplicate, copy, use the Software to provide processing services to third parties, or otherwise use the Software on a service bureau basis, or attempt to derive the source code from it. The Licensee may not rent, lease, lend or provide commercial hosting services with the Software, unless agreed by the Licensor in writing. The Licensee may not transfer the Software to a different Software database platform or operating system, unless agreed by the Licensor in writing. The Licensee may not export, use or permit to be accessed, the Software or Documentation in violation of applicable laws or any law or regulation of any country. The Licensee may not, directly or indirectly, sublicense, relicense, distribute, disclose, use, rent or lease the Software or any portion thereof, for third-party use, training, facilities management, time-sharing, use by an application service provider or service bureau use. CONFIDENTIAL INFORMATION "Confidential information" means all trade secrets, know-how, Software and other financial, business or technical information of the Licensor or any of its suppliers that is disclosed by or for the Licensor in relation to this Agreement but not including the information which the Licensee can demonstrate (a) was rightfully furnished to it without restriction by a third party and without breach of any obligation to the Licensor, (b) is generally available to the public without breach of this Agreement or (c) was independently developed by it without reliance on such information. The Software is the Licensor's confidential information. Except for the specific rights granted by this Agreement, the Licensee shall not possess, use or disclose any confidential information without the Licensor's prior written consent, and shall use reasonable care to protect the confidential information. The Licensee shall be responsible for any breach of confidentiality by its employees, officers, agents, directors or representatives. COPYRIGHTS The Software and Related Materials are owned by the Licensor and are protected by U.S. copyright laws and applicable international treaties and/or conventions. Without limiting the prohibition on assignment contained elsewhere in this Agreement, the Licensee acknowledges that its rights to use the Software are personal to the Licensee. The Licensee therefore covenants not to permit the use of the Software by unauthorized persons and to use its best efforts to prevent the exportation of the Software or any portion thereof into any country which does not have copyright laws that will protect the Licensor's Copyrights. The Licensor, at its own expense, will defend and indemnify the Licensee from all claims that the Software infringes a U.S. copyright, provided that the Licensee gives the Licensor prompt written notice of such claims and permits the Licensor to defend or settle the claims and provides the Licensor with all reasonable co-operation, and further provided that the Licensor shall not be required to defend and indemnify the Licensee from infringement claims resulting from Modifications by the Licensee. AUDIT The Licensor shall have the right to conduct an audit of the Licensee's account by its own Independent Auditor at any time during the term of this Agreement. TERMINATION
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