Toolkit: Plan, Launch, and Build

Software License Agreement

This Software License Agreement is entered into between the owner of a software program (the “Licensor”) and an individual or entity wishing to obtain permission to use the software (the “Licensee”). This agreement covers the type of license granted, the term of the agreement, the charges, warranties, software maintenance, cancelation and limitation of liability. This document contains numerous standard provisions that are commonly included in these types of agreements, and may be customized to fit the specific needs of the contracting parties. This agreement can be used by small businesses or other entities that want to grant licensing rights or obtain licensing rights to use a specific software program.



Software License Agreement
View entire document as plain text
This Software License Agreement is entered into between the owner of a software
program (the “Licensor”) and an individual or entity wishing to obtain permission to use
the software (the “Licensee”). This agreement covers the type of license granted, the
term of the agreement, the charges, warranties, software maintenance, cancelation and
limitation of liability. This document contains numerous standard provisions that are
commonly included in these types of agreements, and may be customized to fit the
specific needs of the contracting parties. This agreement can be used by small
businesses or other entities that want to grant licensing rights or obtain licensing rights
to use a specific software program.




      © Copyright 2013 Docstoc Inc. registered document proprietary, copy not   1
                               SOFTWARE LICENSE AGREEMENT
This License Agreement is made on the (date), between (Name of Licensor) a
corporation organized and existing under the laws of the state of (Name of state), with its
principal office located at (street address, city, state, zip code), referred to herein as
Licensor, and (Name of Licensee), a corporation organized and existing under the laws of
the state of (Name of state), with its principal office located at (street address, city, state,
zip code), referred to herein as Licensee.
Whereas, Licensor has developed and is the sole and exclusive owner of a proprietary
software package entitled (name of software), hereinafter referred to as the System;
and

Whereas, Licensee desires to purchase a license from Licensor to use the System; and

Whereas, Licensor desires to grant non-exclusive licenses to the System;

Now, therefore, for and in consideration of the mutual covenants contained in this
Agreement, and other good and valuable consideration, the parties agree as follows:
1.     Grant of License. Licensor hereby grants and Licensee accepts a personal,
non-transferable and non-exclusive right and license to use the System upon the terms
and conditions set forth herein.

2.     License. Each license granted under this Software License Agreement conveys
to Licensee only a personal, non-exclusive, non-transferable right and license to use the
System on the computer system designated herein. This Software License Agreement
may not be assigned by Licensee and the System to which it applies and documents
and materials relating thereto may not be disclosed, sublicensed, published, released or
transferred to another party by Licensee without the prior written consent of Licensor.

3.     Term. This Software License Agreement shall commence upon the receipt by
Licensee of the System and shall terminate according to the provisions of Paragraph
13 or upon termination of its use by Licensee in conjunction with the computer system
designated

4.    Charges.    Licensee agrees to pay Licensor a total purchase price of
$____________, plus any applicable sales and excise taxes. This purchase price shall
be due and payable to Licensor at its principal place of business as follows:

        A.    An initial payment of $____________ upon execution of this Software
        License Agreement; and

        B.      $____________ which is payable in full within thirty (30) days after
        Licensee receives the System object code, documentation and test flies, which,
        in the sole opinion of Licensor, are sufficient to operate the System.




© Copyright 2013 Docstoc Inc. registered document proprietary, copy not             2
5.      Additional Charges. In addition to the purchase price of Paragraph 4, Licensee
agrees to pay an additional charge for all out-of-pocket expenses incurred by Licensor
in installing the System on the Licensee’s computer system. A computer technician shall
be made available to Licensee by Licensor free of charge for up to and including one (1)
day of installation support time. Additional installation support time may be obtained
from Licensee at a rate of $____________ per hour per technician. This provision shall
NOT constitute an agreement by Licensor to render additional programming services or
the like upon request by Licensee.

6.     Warranty. Licensor warrants to Licensee that the System will substantially
perform in the manner described in the System’s documentation for a period of ninety
(90) days after Licensee receives the System object code, documentation and test files
which, in the opinion of Licensor, are necessary to operate the System or Licensor will
refund the purchase price of the System paid by Licensee. EXCEPT AS SPECIFICALLY
PROVIDED HEREIN, THERE ARE NO OTHER WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY OR
ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. The warranty
and obligation of Licensor stated above is conditioned upon:

        A.    The System being used in connection with the designated computer
        system; and

        B.    There having been no alterations or modifications to the System by
        persons other than Licensor, which have not been approved in writing by
        Licensor.

7.      Software Maintenance.

        A.     Licensor agrees to make available to Licensee, a software maintenance
        option for a period of sixty (60) days after the expiration of the warranty period
        set forth in Paragraph 6 above at a rate of one percent (1%) of the purchase
        price of the System per month, payable quarterly and in advance. Licensor’s
        obligation for software maintenance upon the exercise of the software
        maintenance option by Licensee shall be for Licensor to attempt to correct any
        error, malfunction or defect in the System for which it receives written notice from
        Licensee. For the purpose of this Software License Agreement the phrase error,
        malfunction or defect shall mean only significant deviations from the design
        specification for the most current release of the System.

        B.     Licensor further agrees to make available to Licensee all standard
        updates, enhancements, and/or improvements in the System during the term of
        the warranty period and, if applicable, during the term of the software
        maintenance agreement. Licensee’s refusal to accept such standard updates,
        enhancements and/or improvements in the System shall, at Licensor’s sole
        option, void any warranties and/or software maintenance agreements in effect at
        that time. Similarly, unapproved changes, modifications or alterations in the
        System's object code shall, at the sole option of Licensor, (i) terminate the


© Copyright 2013 Docstoc Inc. registered document proprietary, copy not          3
        warranty provisions of this Software License Agreement; and, if applicable, (ii)
        terminate any software maintenance agreement resulting from Licensee’s
        exercise of the software maintenance option provided herein; and (iii) void the
        indemnity and hold harmless provisions of Paragraph 12.

9.      Servicing of the System.

        A.     Licensee agrees to advise Licensor in writing of the precise nature of any
        suspected error, malfunction or defect and provide Licensor with all relevant
        information upon request in order that Licensor may render the services set forth
        herein. Licensor does not represent or warrant the service results or that all
        errors, malfunctions or defects will be corrected.

        B.     Licensee will provide Licensor with reasonable computer time, and, at
        Licensor’s request, run a tracer or monitor for the purpose of determining and
        correcting any error, malfunction or defect, or making other changes requested
        by Licensee and agreed to by Licensor. In addition Licensee will provide Licensor
        with a memory dump and such additional data as Licensor requests in machine
        readable or interpreted form deemed necessary or desirable by Licensor in order
        to reproduce the environment in which the System operated. If Licensor
        determines that there was no error, malfunction or defect in the System,
        Licensee shall pay for all time and materials spent by Licensor in attempting to
        determine and correct Licensee's problem. If Licensee notifies Licensor during
        Licensor's normal business hours Monday thru Friday, excluding national
        holidays, of a suspected error, malfunction or defect, Licensor agrees to use its
        best efforts to confirm, in a timely manner, the existence of such an error,
        malfunction or defect. If the suspected error, malfunction or defect is confirmed,
        Licensor shall attempt to correct such error, malfunction or defect but does not
        warrant the results of such an attempt.

10.     Protection and Security.

        A.     Licensee acknowledges that the System constitutes a valuable asset and
        trade secret of Licensor and Licensee further acknowledges that Licensor has an
        exclusive proprietary right and interest in and to the System and that any
        information, documents, flow charts, logic diagrams, source code, test materials,
        or the like relating in any way to the System is Licensor's Confidential Trade
        Secret Information. Licensee, therefore, agrees to use the System only as
        provided in this Software License Agreement and only during the term of the
        license granted by this Software License Agreement. Licensee further agrees not
        to provide or otherwise make available any written materials, documents, flow
        charts, logic diagrams, source code, test materials, or other information relating
        to the System in any form, to any person other than Licensee's or Licensor's
        employees without prior written consent from Licensor. Licensee agrees not to
        use the System on any computer other than the designated computer system




© Copyright 2013 Docstoc Inc. registered document proprietary, copy not        4
        currently installed at Licensee’s principal place of business. For the purpose of
        this Software License Agreement, the designated computer system is:

?     Designation: _________________________________________________

?     Serial No.: __________________________________________________

?     Location:____________________________________________________


        B.    Licensee further agrees to protect all written materials, flow charges, logic
        diagrams, source code, test materials, or other information relating to the
        System, in any form, from unauthorized disclosure by its agents, employees or
        customers.

11.     Permission to Copy.

        A.     Any portion of the System furnished by Licensor in machine readable form
        may be copied by Licensee only for use with the designated computer system
        and for the following purposes: (i) to enable Licensee to understand the contents
        of the System or (ii) to modify the System in accordance with this Software
        License Agreement, or (iii) for safe keeping and back-up purposes, provided,
        however, that no more than three machine readable copies and five printed
        copies of any portion of the System shall be in existence at any one time.
        Licensee agrees that the original copy of all portions of the System and all copies
        thereof made by Licensee are and shall remain the sole and exclusive property
        of Licensor.

        B.     An original or copy of all or any portion of the System may be kept in
        storage at a location separate from that of the designated computer system
        provided, however, that Licensee agrees to notify Licensor immediately in writing
        of the location of such back-up and safe keeping of original or copies upon
        request by Licensor.

        C.     The parties agree that Licensee shall have the right to modify any portion
        of the System supplied by Licensor in machine readable form or otherwise for
        Licensee's use under this Software License Agreement, and may combine such
        with other programs or materials to form an update work, provided, however,
        upon discontinuance or termination of the rights granted under this Software
        License Agreement, all portions of the System supplied by Licensor shall be
        completely and permanently removed from the updated work and any and all
        portions of the System or copies thereof shall be immediately returned to
        Licensor or disposed of in accordance with written instructions from Licensor.
        Nevertheless, the provisions of Paragraph 6 and Paragraph 12 remain
        applicable.




© Copyright 2013 Docstoc Inc. registered document proprietary, copy not         5
        D.     Licensee agrees to include Licensor's copyright notice and any Licensor
        proprietary notice on all copies, including partial copies, in any form including
        machine readable form, made by Licensee under or in accordance with this
        Software License Agreement.

        E.     Licensee expressly agrees that any use not in accordance with the
        foregoing is an unauthorized use of the System.

12.     Indemnification.

        A.      In the event that any portion of the System or related materials furnished
        to Licensee by Licensor is, in Licensor's sole opinion, likely to or does become
        the subject of a claim of infringement of a copyright or patent, Licensor may, at its
        option and expense, procure for Licensee the right to continue using the System
        or related materials or modify the System or related materials to make them non-
        infringing. If in Licensor's opinion, neither of the foregoing alternatives is
        reasonably available to Licensor, then Licensor may terminate this Software
        License Agreement upon thirty (30) days written notice to Licensee.

        B.      Licensor agrees to hold Licensee harmless from any patent or copyright
        infringement arising out of the Licensee use of the System provided Licensor is

Documents are provided by DocStoc and are not a product of Businessweek editorial

Umunna Says Labour Wants More Banking Competition Play

Umunna Says Labour Wants More Banking Competition