This vendor-oriented software license agreement template has 10 pages and is a MS Word file type listed under our software & technology documents.
Sample of our vendor-oriented software license agreement template:
VENDOR ORIENTED SOFTWARE LICENSE AGREEMENT This Vendor Oriented Software License Agreement (the "Agreement") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the "Licensor"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [LICENSEE NAME] (the "Licensee"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Licensor has developed certain computer programs and related documentation more particularly described in Schedule A attached hereto (the "Products") and desires to grant Licensee a license to use the Software. WHEREAS, Licensee wishes to use the Software under the conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual promises set forth herein, Licensee and Licensor hereby agree as follows: License In accordance with the terms herein, Licensor grants to Licensee, and Licensee accepts from Licensor, a perpetual non-exclusive and non-transferable license to use the current version of Licensor's Software. A description of the Software System is attached as Schedule A. The Software shall initially be used only on equipment and at location(s) identified in Schedule B as "Data Processing Centers." Use of the Software may be subsequently transferred to Data Processing Centers maintained by Licensee at other locations, provided (1) the total number of Data Processing Centers at which the Software is used by Licensee does not exceed the number of Data Processing Centers specified in Schedule B, and (2) Licensee provides Licensor with written notice [NUMBER] days before such transfer. The Software shall be used only for the processing of Licensee's own business, which shall include servicing, and maintaining records on behalf of, its customers and clients. Licensee shall not: (1) permit any third party to use the Software, (2) use the Software in the operation of a service bureau, or (3) allow access to the licensed Software through terminals located outside Licensee's business premises. A license may be temporarily transferred to back-up equipment if the particular scheduled equipment is inoperative for more than [NUMBER] hours. Copies The license(s) granted herein include(s) the right to copy the Software in non-printed, machine readable form in whole or in part as necessary for Licensee's own business use. In order to protect Licensor's trade secret and copyrights in the Software, Licensee agrees to reproduce and incorporate Licensor's trade secret or copyright notice in any copies, modifications or partial copies. Licensee shall maintain no more than one copy of source code and three copies of object code for the Software for each Data Processing Center at any time. In addition, Licensee may maintain one source code listing for each Data Processing Center, secured so as to protect Licensor's proprietary rights therein. Price and Payment Licensee shall make payment to Licensor for the Software license pursuant to the fees and payment terms set forth in Schedule C. Software Ownership Licensor represents that it is the owner of the Software and all portions thereof and that it has the right to modify same and to grant Licensee a license for its use. Intent to Cooperate Both Licensor and Licensee acknowledge that successful implementation of the Software pursuant to this License Agreement shall require their full and mutual good faith cooperation and Licensee acknowledges that it shall timely fulfill its responsibilities, including but not limited to those set forth below. Consulting Services Licensor shall provide Licensee with [NUMBER] man-days of additional consulting services, not including software maintenance, to be used at Licensee's discretion. Title to Software Systems and Confidentiality The Software and all programs developed hereunder and all copies thereof are proprietary to Licensor and title thereto remains in Licensor. All applicable rights to patents, copyrights, trademarks and trade secrets in the Software or any modifications made at Licensee's request are and shall remain in Licensor. Licensee shall not sell, transfer, publish, disclose, display or otherwise make available the Software or copies thereof to others. Licensee agrees to secure and protect each module, software product, documentation and copies thereof in a manner consistent with the maintenance of Licensor's rights therein and to take appropriate action by instruction or agreement with its employees or consultants who are permitted access to each program or software product to satisfy its obligations hereunder. All copies made by the Licensee of the Software and other programs developed hereunder, including translations, compilations, partial copies with modifications and updated works, are the property of Licensor. Violation of any provision of this paragraph shall be the basis for immediate termination of this License Agreement. Acceptance The Software shall be deemed to have been accepted when it passes Licensor's standard test procedures on equipment approved by Licensor pursuant to paragraph 16 below. Use and Training Licensee shall limit the use of the Software to its employees who have been appropriately trained. Licensor shall make training for the Software available to Licensee pursuant to its standard training procedures. Training shall be provided at a location to be determined by Licensor. Warranty Licensor warrants that Software will conform, as to all substantial operational features, to Licensor's current published specifications when installed and will be free of defects which substantially affect system performance. The Licensee must notify Licensor in writing, within [NUMBER] days of delivery of the Software to the Licensee (not including delivery of any subsequent modifications to the Software), of its claim of any such defect. If the Software is found defective by Licensor, Licensor's sole obligation under this warranty is to remedy such defect in a manner consistent with Licensor's regular business practices. THE ABOVE IS A LIMITED WARRANTY AND IT IS THE ONLY WARRANTY MADE BY LICENSOR. LICENSOR MAKES AND LICENSEE RECEIVES NO WARRANTY EXPRESS OR IMPLIED AND THERE ARE EXPRESSLY EXCLUDED ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. LICENSOR SHALL HAVE NO LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT FOR CONSEQUENTIAL, EXEMPLARY, OR INCIDENTAL DAMAGES EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE STATED EXPRESS WARRANTY IS IN LIEU OF ALL LIABILITIES OR OBLIGATIONS OF LICENSOR FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE DELIVERY, USE, OR PERFORMANCE OF THE SOFTWARE SYSTEMS. If any modifications are made to the Software by Licensee during the warranty period, this warranty shall immediately be terminated. Correction for difficulties or defects traceable to Licensee's errors or systems changes shall be billed at Licensor's standard time and material charges.
