SOFTWARE LICENSE AGREEMENT
This Software License Agreement (the "Agreement") is entered into as of [Effective Date] (the "Effective Date"), by and between:
[Party A], a corporation ("Licensor"), and
[Party B], a corporation ("Licensee").
The Licensor owns or controls software that the Licensee wishes to use on the terms of this Agreement.
1. License Grant. The Licensor grants the Licensee a non-exclusive, non-transferable license to install and use [description of the software] (the "Software") for the Licensee's internal business purposes. The license lasts for 12 months from the Effective Date and renews for successive 12-month periods unless a Party gives 30 days' notice before a renewal. The Licensor keeps all ownership of the Software.
2. Restrictions. The Licensee will not reverse engineer the Software, sublicense it, or use it to build a competing product. Copies are limited to those reasonably needed for backup and authorized use.
3. Fees. The Licensee will pay [license fees]. Fees are exclusive of taxes. Late amounts may accrue interest at 1.5 percent per month or the maximum allowed by law.
4. Intellectual Property. The Software and all related intellectual property remain the Licensor's. The Licensee receives only the rights expressly granted in this Agreement.
5. Warranty. The Licensor states that it has the right to grant this license and that the Software will materially match its documentation for 90 days after delivery. Except for these statements, the Software is provided as is.
6. Support. While the license lasts, the Licensor will provide help with ordinary use and will correct material defects, during business days.
7. Termination. Either Party may end this Agreement if the other does not cure a material breach within 30 days after written notice. When the license ends, the Licensee will stop using the Software and delete its copies, except one copy kept only to show it complied.
8. Intellectual Property Claims. The Licensor will defend the Licensee against a third-party claim that the Software, as delivered, infringes that third party's intellectual property, and will pay damages finally awarded or a settlement the Licensor approves. This does not cover a claim caused by the Licensee's modification, by combining the Software with materials the Licensor did not provide, or by use outside this Agreement.
9. Limitation of Liability. Neither Party is liable for consequential, special, or lost-profit damages. Each Party's total liability under this Agreement is limited to the fees paid in the 12 months before the claim, except for a Party's fraud, the Licensor's intellectual-property defense above, or liability that cannot be limited by law.
10. Governing Law. This Agreement is governed by the laws of Delaware, without regard to conflict of laws principles. Any legal suit, action, or proceeding relating to this Agreement must be instituted in the state or federal courts located in Delaware, and each Party irrevocably submits to the exclusive jurisdiction of those courts.
11. General. This Agreement is the entire agreement about the Software, may be amended only in a writing signed by both Parties, and may be signed in counterparts, including electronic copies.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
Licensor: [Party A]
By: ________________________________
Name: [Signatory]
Title: [Title]
Licensee: [Party B]
By: ________________________________
Name: [Signatory]
Title: [Title]