This template is illustrative only and is not legal advice. Replace every placeholder in square brackets and have the agreement reviewed by qualified counsel before use.
This Software License Agreement (“Agreement”) is entered into as of [Date] (“Effective Date”) by and between:
Licensor:[Licensor's Full Legal Name] [Licensor's Address]
Licensee:[Licensee's Full Legal Name] [Licensee's Address]
(collectively, the “Parties”).
Grant of License
Subject to the terms and conditions of this Agreement, the Licensor hereby grants the Licensee a non-exclusive, non-transferable, worldwide, limited license to install, use, and execute the software product identified below (“Software”):
- Software Name:
[Name of the Software] - Version:
[Version Number]
This license is for the sole purpose of enabling the Licensee to use the Software for its intended purpose and in accordance with the documentation provided by the Licensor.
License Restrictions
The Licensee agrees not to:
- Copy, modify, create derivative works of, or reverse engineer the Software.
- Rent, lease, sublicense, distribute, or transfer the Software to any third party.
- Remove, alter, or obscure any copyright, trademark, or other proprietary notices on the Software.
- Use the Software in any manner that infringes upon the intellectual property rights of the Licensor or any third party.
Software Delivery
The Licensor will provide the Licensee with a copy of the Software and any accompanying documentation in a mutually agreed-upon format within [Number of Days] days of the Effective Date.
Updates and Support
The Licensor will provide the Licensee with any updates, patches, or bug fixes for the Software during the term of this Agreement. The Licensor will also provide technical support for the Software via email or other agreed-upon communication channels.
Intellectual Property Rights
The Licensor retains all rights, title, and interest in and to the Software, including all intellectual property rights. The Licensee acknowledges that it acquires no ownership interest in the Software under this Agreement.
Confidentiality
The Licensee agrees to keep the Software and any related documentation confidential and to take reasonable precautions to prevent unauthorized disclosure or use.
Termination
This Agreement shall remain in effect for a term of [Length of Term] from the Effective Date, unless terminated earlier in accordance with the provisions herein. Either Party may terminate this Agreement at any time by providing [Notice Period] days written notice to the other Party.
Upon termination of this Agreement, the Licensee shall immediately cease all use of the Software and delete or destroy all copies of the Software in its possession or control.
Warranties and Limitation of Liability
The Software is provided “as is,” without warranty of any kind, express or implied, including but not limited to warranties of performance, merchantability, fitness for a particular purpose, and non-infringement.
In no event shall the Licensor be liable for any direct, indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of data, or business interruption, arising out of the use of or inability to use the Software.
Governing Law
This Agreement shall be governed by and construed in accordance with the laws of [Country/State], without regard to its conflict of laws principles.
Execution
The Parties may execute this Agreement in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Execution and delivery of this Agreement may be evidenced by facsimile or electronic transmission (including PDF) of a signed copy of this Agreement.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
Licensor:
[Licensor's Full Legal Name]
By: __________________________
Name: [Name of Authorized Signatory]
Title: [Title of Authorized Signatory]
Licensee:
[Licensee's Full Legal Name]
By: __________________________
Name: [Name of Authorized Signatory]
Title: [Title of Authorized Signatory]