This source code license agreement fully paid-up, royalty free template has 20 pages and is a MS Word file type listed under our software & technology documents.
Sample of our source code license agreement fully paid-up, royalty free template:
SOFTWARE LICENSE AGREEMENT This Software License Agreement (the "Agreement") is effective [DATE], BETWEEN: [FIRST PARTY NAME] (the "First Party"), 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 "Second Party"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS Second Party has purchased from First Party certain fixed assets and intellectual property related to First Party's office [SPECIFY] product suite hereinafter called [SPECIFY] with effect as of [EFFECTIVE DATE] pursuant to a Rollover Agreement between First Party and Second Party (the "Rollover Agreement"), WHEREAS First Party has developed a [SPECIFY] and know-how called [SPECIFY] (including [SPECIFY] modules) as more fully described in Appendix "A", and; WHEREAS Second Party desires to develop and sell its [SPECIFY] product suite/line using [SPECIFY] as its software platform. NOW, THEREFORE, in view of the covenants herein contained and this agreement hereunder taken, the parties hereto agree as follows: DEFINITIONS Wherever used in this Agreement, unless there is something in the subject matter or context inconsistent therewith, the following words and terms shall have the respective meanings ascribed to them as follows: "Affiliate" and "Subsidiary" shall have the meaning ascribed to those terms under the [COUNTRY] [ACT/LAW/RULE] as amended. "Assigned Software" means the [SPECIFY] software more fully described in Schedule A hereto. "Authorized Subcontractor" means a third party then under contract with Second Party for the provision of services to Second Party requiring access to, and use of the Licensed Software and who has agreed in writing with Second Party not to use the Licensed Software save for the provision of such services and save under terms and conditions at least as stringent, for such Authorized Subcontractor, as the terms and conditions applicable to Second Party including, for more certainty, restrictions with respect to the use of the Licensed Software and to confidentiality. "Documentation" means the documentation (other than materials falling under the definition of Source Documentation) that First Party provides to all licensees of the Licensed Software. "End User" means any Person having entered into a EULA with Second Party. "End User License Agreement" or "EULA" means a written license agreement between an End User and Second Party, for the licensing, by Second Party to such End User, of the object code version of the Merged Software in accordance with Section 5.5 hereof. "Intellectual Property" means anything that is or may be protected by any Intellectual Property Right such as, but not limited to, works (including computer programs), confidential information, trade secrets, know-how, discoveries, inventions, trademarks or industrial designs. "Intellectual Property Right" shall mean any right that is or may be granted or recognized under any [COUNTRY] or foreign legislation regarding patents, copyrights, confidential information, trade secrets, know-how, trademarks, industrial designs and any other statutory provision or common or civil [YOUR COUNTRY LAW] principle regarding intellectual and industrial property, whether registered or unregistered, and including rights in any application for any of the foregoing. "Licensed Software" means those modules of the [SPECIFY] software listed in Schedule A hereto. "Modification" includes any translation, abridgement, condensation, retrenchment, revision, correction, improvement, enhancements, customizations, expansion, additions, Updates, Upgrades or other modification to the Licensed Software. "Merged Software" means a computer program embodying; (i) all or a substantial part of the Assigned Software and (ii) the Licensed Software or any part thereof and in which the Licensed Software or any part thereof so embodied in such computer program is not distinct from the Assigned Software or any part thereof so embodied in such computer program. "Person" includes an individual, corporation, partnership, joint venture, trust, unincorporated organization, government or any agency or instrumentality thereof or any other entity recognized by [YOUR COUNTRY LAW]. "Related Agreement" means any Agreement entered into between First Party, on the first part, and Second Party and /or [INDIVIDUAL NAME], or [SPECIFY]. "Support and Maintenance Agreement" or "SMA" means a written agreement between an End User and [COMPANY NAME], for the provision of support and maintenance services with respect to the object code version of the Merged Software to and End User. "Source Code" means the source code version of the Licensed Software in machine-readable form on machine-readable storage medium and which, when compiled, will produce the object code version of the Licensed Software. "Source Documentation" means of all available documentation and explanatory material, including programmer's notes, for the Licensed Software. "Source Material" means the Source Code and the Source Documentation. "Third Party Material" means any computer program, documentation or other Intellectual Property, all or part of the Intellectual Property Rights in which are wholly or partially owned or controlled by a third party. SOURCE CODE LICENSE Subject to continued compliance, by Second Party, with all its obligations hereunder and under any Related Agreement, First Party hereby grants to Second Party, which accepts, a fully paid-up, royalty free, perpetual, non-transferable and non-exclusive license to: make only those copies of the Source Material that Second Party requires for the purpose set forth in Section 2.1.2 hereof; make Modification to the Source Material for the sole purpose of: integrating the Licensed Software, or any part thereof, within the Merged Software, and providing maintenance and support services with respect to the Merged Software to Second Party's End-Users; recompile the Merged Software from the Source Code of the Merged Software; use the copy or copies of the recompiled (object code) version of the Merged Software solely as set forth in Section 3 to 5 hereof, and make Modifications to the Documentation for the sole purpose of adapting the same for the creation of user documentation for the Merged Software. For more certainty, Second Party shall have no rights in and to the Source Material other than the rights expressly granted to Second Party under Section 2.1 hereof. The recompiled (object code) of any Modified version of the Source Code is and shall remain subject to all of the same restrictions on use, reproduction, and disclosure that pertain to the object code version of the Licensed Software hereunder. OBJECT CODE LICENSE Subject to continued compliance, by Second Party, with all its obligations hereunder and under any Related Agreement, First Party hereby grants to Second Party, which accepts, a fully paid-up, royalty free, perpetual, non-transferable and non-exclusive license to [SPECIFY]: make only those copies of the Merged Software, in object code form only, and of its related user documentation as may be necessary for the exercise of Second Party's rights and the performance of Second Party's obligations hereunder and under any EULA or SMA; and distribute the Merged Software, in object code form only, and its related user documentation to End Users in accordance with Section 5 hereof, and grant sublicenses, under Second Party's name only, to End Users with respect to the Merged Software, in object code form only, and of its related user documentation in accordance with Section 5 hereof. RESTRICTIONS
