This source code license agreement short form template has 4 pages and is a MS Word file type listed under our software & technology documents.
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 [SPECIFY], under which Licensor agreed to provide maintenance and support to Licensee for certain software developed by Licensor (such software, hereinafter referred to as 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: PROVISION OF SOURCE CODE MATERIALS Upon request by Licensee, Licensor shall provide to Licensee (or Licensee's courier), at Licensor's offices in during normal business hours, the Source Code Materials. The cost of transport of the Source Code Materials to Licensee's offices in [CITY, STATE/PROVINCE] shall be at Licensee's sole expense. "Source Code Materials" means a complete copy of: the source code version of the Application Software in each of: 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 Application 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 Licensor including, but not necessarily limited to, general flow-charts, 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. GRANT OF LICENSE Licensor hereby grants to Licensee a royalty-free, perpetual, personal, non-exclusive, non-transferable 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 and the internal use of its affiliates. This license shall be restricted to allowing Licensee to: make only those copies of the Source Code Materials that the Licensee reasonably requires to maintain and update the Application Software; make revisions to the Source Code Materials; recompile versions of the Application Software from the Source Code Materials, which recompiled versions shall be deemed to be Application Software and subject to the terms hereof; and reveal the Source Code Materials, or any part thereof, only to agents, employees or independent contractors of Licensee as required in order to use, maintain, implement, correct or update the Application Software. Licensee agrees to use the Source Code Materials only for its own use and the use of its affiliates and to obtain from any third party to whom disclosure of this information is made pursuant to [SPECIFY], a 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 RE SOURCE CODE MATERIALS Licensor acknowledges that the purpose of this Agreement is to provide Licensee the Source Code Materials so that Licensee may provide for its own maintenance and support independent of Licensor. Accordingly, Licensor represents and warrants that:
This source code license agreement short form template has 4 pages and is a MS Word file type listed under our software & technology documents.
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 [SPECIFY], under which Licensor agreed to provide maintenance and support to Licensee for certain software developed by Licensor (such software, hereinafter referred to as 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: PROVISION OF SOURCE CODE MATERIALS Upon request by Licensee, Licensor shall provide to Licensee (or Licensee's courier), at Licensor's offices in during normal business hours, the Source Code Materials. The cost of transport of the Source Code Materials to Licensee's offices in [CITY, STATE/PROVINCE] shall be at Licensee's sole expense. "Source Code Materials" means a complete copy of: the source code version of the Application Software in each of: 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 Application 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 Licensor including, but not necessarily limited to, general flow-charts, 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. GRANT OF LICENSE Licensor hereby grants to Licensee a royalty-free, perpetual, personal, non-exclusive, non-transferable 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 and the internal use of its affiliates. This license shall be restricted to allowing Licensee to: make only those copies of the Source Code Materials that the Licensee reasonably requires to maintain and update the Application Software; make revisions to the Source Code Materials; recompile versions of the Application Software from the Source Code Materials, which recompiled versions shall be deemed to be Application Software and subject to the terms hereof; and reveal the Source Code Materials, or any part thereof, only to agents, employees or independent contractors of Licensee as required in order to use, maintain, implement, correct or update the Application Software. Licensee agrees to use the Source Code Materials only for its own use and the use of its affiliates and to obtain from any third party to whom disclosure of this information is made pursuant to [SPECIFY], a 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 RE SOURCE CODE MATERIALS Licensor acknowledges that the purpose of this Agreement is to provide Licensee the Source Code Materials so that Licensee may provide for its own maintenance and support independent of Licensor. Accordingly, Licensor represents and warrants that:
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