This source code license agreement template has 8 pages and is a MS Word file type listed under our software & technology documents.
Sample of our source code license agreement template:
SOURCE CODE LICENSE AGREEMENT This Source Code 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] WHEREAS Licensor and Licensee have entered into a license agreement dated [DATE] (the "License Agreement"), under which Licensor agreed to provide maintenance and support to Licensee for certain software developed by Licensor (the "Licensed Software"). WHEREAS Licensor agrees to provide, and Licensee agrees to receive, those source code materials as more particularly described in this agreement in order that Licensee may provide for its own internal requirements to maintain and support the Licensed Software. NOW THEREFORE, in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration (the receipt and adequacy of which are hereby acknowledged), Licensor and Licensee agree as follows: DEFINITIONS In this Agreement, except where the context or subject matter is inconsistent therewith, the following terms shall have the following meanings: "Business Day" means any day, other than a Saturday, Sunday, statutory or civic holiday in [COUNTRY/STATE/PROVINCE]; "Delivery" means either the Initial Delivery or Subsequent Delivery; "Initial Delivery" has the meaning attributed to it in paragraph 2.1; "Intellectual Property Rights" includes patents, trade marks, service marks, registered designs, integrated circuits topography, including applications for any of the foregoing, as well as copyright, design right, know-how, confidential information, trade secrets and any other similar rights in any country. "License Agreement" means the license agreement dated [DATE], in which Licensor licensed the use of the Licensed Software to the Licensee, as amended from time to time in accordance with its terms [a copy of which is attached as Schedule A hereto]; "Licensed Software" means, at any time, that version of the computer software then licensed to the Licensee under the License Agreement [including that version of any associated compiler programs, utility programs and library functions, including all corrections, changes, improvements and enhancements thereto as more particularly described in Schedule [SPECIFY] hereto]; "[Licensee's Certificate" means a certificate in the form attached as Schedule [SPECIFY] hereto executed by any [NUMBER] senior officers of the Licensee; "Modification" shall mean any modification, changes, corrections, additions or enhancements to the Source Code Material performed by Licensee or (subject to restrictions provided for herein) by a third party for Licensee. "Source Code Materials" means a complete copy of the source code version of the Licensed Software in machine-readable form on machine-readable storage medium suitable for long term storage and compatible with the computer system being used by Licensee and which, when compiled, will produce the object code version of the Licensed Software, and in human readable form with annotations on bond paper; and all applicable documentation and other explanatory materials, if any, in Licensor's possession, including any programmer's notes, technical or otherwise, for the Application Software as may be reasonably required by Licensee using a competent computer programmer possessing ordinary skills and experience, to further develop, maintain and operate the Application Software without further recourse to [COMPANY NAME] including, but not necessarily limited to, general flowcharts, input and output layouts, field descriptions, volumes and sort sequence, data dictionary, file layouts, processing requirements and calculation formula and the details of all algorithms. "Subsequent Delivery" has the meaning attributed to it in paragraph 2.2. DELIVERY OF SOURCE CODE MATERIALS Within [NUMBER] Business Days of the reception, by Licensor, of a duly completed purchase order from Licensee to this effect, Licensor shall provide the Source Code Materials to the Licensee (or to Licensee's agent) at Licensor's office in [STATE/PROVINCE] (the "Initial Delivery"). In addition to the Initial Delivery, from time to time, and at Licensor's discretion, Licensor shall provide Licensee (or Licensee's agent) at Licensor's office in [STATE/PROVINCE] with a complete updated set of the then current Source Code Materials (the "Subsequent Delivery"). The cost of transport of the Source Code Materials to Licensee's offices shall be at Licensee's sole expense. Licensee shall erase [and then destroy all computer tapes, discs and other magnetic and otherwise erasable media] and destroy all materials, constituting any Delivery other than the most recent Delivery made by Licensor pursuant to paragraph 2.1 or 2.2 hereof. The Licensee shall then provide Licensor with a certificate executed by any [NUMBER] senior officers of the Licensee that all such materials in such Delivery have been destroyed. Notwithstanding that Source Code Materials were provided in previous Delivery, each Delivery shall consist of the complete Source Code Materials. GRANT OF LICENSE Licensor hereby grants to Licensee a [perpetual], personal, non-exclusive and nontransferable license to use the Source Code Materials solely to maintain and support the object code version of the Licensed Software for its own internal use. This license shall be restricted to allowing Licensee to: make only those copies of the Source Code Materials that are necessary in order to allow Licensee to maintain and update the Licensed Software; make revisions to the Source Code Materials; recompile versions of the Licensed Software from the Source Code Materials, which recompiled versions shall be deemed to be Licensed Software and subject to the terms hereof [and of the license agreement]; and subject to paragraph 3.2, disclose the Source Code Materials, or any part thereof, only to [full-time] employees, [agents][or independent contractors] of Licensee to whom such disclosure is necessary in order to use, maintain, implement, correct or update the Licensed Software. Licensee agrees to use the Source Code Materials only for its own use and only for the purposes expressly contemplated in paragraph 3.1. Licensee shall not disclose or give access to the Source Code Material to any third parties (other than Licensee's full-time employees) except upon prior written authorization from Licensor to this effect [which authorization shall not be retained unduly], it being further agreed that Licensee shall obtain from any third party to whom disclosure of this information is made pursuant to subparagraph 3.1.4 or to this paragraph, and prior to a such disclosure, a written covenant naming Licensor as direct beneficiary of a such covenant, not to further disclose or make use of the Source Code Materials in any manner whatsoever except as provided in this Section. Upon written request by Licensor, Licensee shall set out in writing the number of, and location of, all copies of the Source Code Materials. REPRESENTATIONS AND WARRANTIES Licensor acknowledges that the purpose of this Agreement is to provide Licensee with the Source Code Materials so that Licensee may provide for its own maintenance and support of the Licensed Software independent of Licensor. Accordingly, Licensor represents and warrants that: to the best of Licensor's knowledge and belief, the Source Code Materials are complete and otherwise accurately reflect the most current version of the Application Software as used by Licensee;
