SOFTWARE LICENSE AGREEMENT
This Software License Agreement (hereinafter
referred to as the "Agreement") is made and effective this ____
day of __________, 199_ by and between _______________ (hereinafter referred
to ast the "Developer") and ____________________ (hereinafter
referred to ast the "Licensee").
Developer has developed and licenses to users
its software program marketed under the name [Name of Software] (the
Licensee desires to utilize a copy of the
NOW, THEREFORE, in consideration
of the mutual promises set forth herein, Developer and Licensee agree
Developer hereby grants to Licensee a perpetual, non-exclusive, limited
license to use the Software in the United States of America as set forth
in this Agreement.
Licensee shall not modify, copy, duplicate, reproduce, license or sublicense
the Software, or transfer or convey the Software or any right in the Software
to anyone else without the prior written consent of Developer; provided
that Licensee may make one copy of the Software for backup or archival
purposes. [Other Restrictions]
In consideration for the grant of the license and the use of the Software,
Licensee agrees to pay Developer the sum of [License Fee].
4. Warranty of Title.
Developer hereby represents and warrants to Licensee that Developer is
the owner of the Software or otherwise has the right to grant to Licensee
the rights set forth in this Agreement. In the event of any breach or
threatened breach of the foregoing representation and warranty, Licensee's
sole remedy shall be to require Developer or to either:
i) procure, at Developer's expense, the right
to use the Software,
ii) replace the Software or any part thereof
that is in breach and replace it with Software of comparable functionality
that does not cause any breach, or
iii) refund to Licensee the full amount of
the license fee upon the return of the Software and all copies thereof
5. Warranty of Functionality.
A. For a period of [Warranty Period - Functionality] following delivery
of the Software to Licensee (the "Warranty Period"), Developer
warrants that the Software shall perform in all material respects according
to the Developer's specifications concerning the Software when used with
the appropriate computer equipment. In the event of any breach or alleged
breach of this warranty, Licensee shall promptly notify Developer and
return the Software to Developer at Licensee's expense. Licensee's sole
remedy shall be that Developer shall correct the Software so that it operates
according to the warranty. This warranty shall not apply to the Software
if modified by anyone or if used improperly or on an operating environment
not approved by Developer.
B. In the event of any defect in the media
upon which the Software is provided arising within [Warranty Period -
Media] of the date of delivery of the Software, upon return to Developer
of the Software upon the original media, Developer shall provide Licensee
a new copy of the Software.
6. Software Maintenance.
A. Standard maintenance. During the Warranty Period, Developer shall provide
to Licensee any new, corrected or enhanced version of the Software as
created by Developer. Such enhancement shall include all modifications
to the Software which increase the speed, efficiency or ease of use of
the Software, or add additional capabilities or functionality to the Software,
but shall not include any substantially new or rewritten version of the
B. Optional maintenance. After expiration of
the Warranty Period, Licensee may continue to receive maintenance support
for successive twelve (12) month periods. The charge for such optional
maintenance support shall be Developer's regular list price for maintenance
and support for the Software as published from time to time by Developer.
Licensor shall notify Developer in writing if it desires to receive optional
maintenance. If Licensee fails to take optional maintenance and later
elects to receive it, Developer reserves the right to charge Licensee
its maintenance fees for the period of the lapse in maintenance. Developer
may elect to discontinue maintenance at any time upon notice to Licensee,
and refund of any then unearned maintenance fees.
Payment of the license fee shall be made upon delivery of the Software.
Payment of any other amount owed by Licensee to Developer pursuant to
this Agreement shall be paid within thirty (30) days following invoice
from Developer. In the event any overdue amount owed by Licensee is not
paid following ten (10) days written notice from Developer, then in addition
to any other amount due, Developer may impose and Licensee shall pay a
late payment charge at the rate of one percent (1%) per month on any overdue
In addition to all other amounts due hereunder, Licensee shall also pay
to Developer, or reimburse Developer as appropriate, all amounts due for
property tax on the Software and for sales, use, excise taxes or other
taxes which are measured directly by payments made by Licensee to Developer.
In no event shall Licensee be obligated to pay any tax paid on the income
of Developer or paid for Developer's privilege of doing business.
9. Warranty Disclaimer.
DEVELOPER'S WARRANTIES SET FORTH IN THIS AGREEMENT ARE EXCLUSIVE
AND ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING
BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS
FOR A PARTICULAR PURPOSE.
10. Limitation of Liability.
Developer shall not be responsible for, and shall not pay, any amount
of incidental, consequential or other indirect damages, whether based
on lost revenue or otherwise, regardless of whether Developer was advised
of the possibility of such losses in advance. In no event shall Developer's
liability hereunder exceed the amount of license fees paid by Licensee,
regardless of whether Licensee's claim is based on contract, tort, strict
liability, product liability or otherwise.
Any notice required by this Agreement or given in connection with it,
shall be in writing and shall be given to the appropriate party by personal
delivery or by certified mail, postage prepaid, or recognized overnight
If to Developer:
If to Licensee:
12. Governing Law.
This Agreement shall be construed and enforced in accordance with the
laws of the state of [State of Governing Law].
13. No Assignment.
Neither this Agreement nor any interest in this Agreement may be assigned
by Licensee without the prior express written approval of Developer.
14. Final Agreement.
This Agreement terminates and supersedes all prior understandings or agreements
on the subject matter hereof. This Agreement may be modified only by a
further writing that is duly executed by both parties.
If any term of this Agreement is held by a court of competent jurisdiction
to be invalid or unenforceable, then this Agreement, including all of
the remaining terms, will remain in full force and effect as if such invalid
or unenforceable term had never been included.
Headings used in this Agreement are provided for convenience only and
shall not be used to construe meaning or intent.
IN WITNESS WHEREOF, Developer
and Licensee have executed this Software License Agreement on the day
and year first above written.