Simple License Agreement

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Contents

LICENSE AGREEMENT

LICENSE AGREEMENT dated as of ____________ between ________________ ("Customer") and ______________ ("Developer")

1. Definitions.

As used in this Agreement:

"Documentation" means any and all users manuals and materials related to the Licensed Materials.

"Licensed Material" means the Licensed Program and related Documentation.

"Licensed Program" means __________________.

"Object Code" means machine-executable programming instructions, substantially or entirely in binary form, which is intended to be directly executable by a computer after suitable processing and linking but without the intervening steps of compilation or assembly.

2. License Grant; Ownership.

(a) Developer hereby grants to Customer a perpetual (subject to the terms and conditions of this Agreement including without limitation payment of all applicable license fees), non-exclusive, non-transferable license to use the Licensed Material, limited by the provisions of this Section 2.

(b) The license granted here is for Object Code only, and Customer may use the Licensed Program in Object Code form only. Customer will not decompile or permit others to decompile or use all or any part of the Licensed Program. Customer will not modify or copy or permit others to modify, copy or use all or any part or the Licensed Material, except that Customer may make a reasonable number of copies of the Licensed Mateiral for use as archival or back-up copies only.

(c) Copying of the Licensed Material, or permitting the Licensed Material to be copied in violation of the restrictions set forth in this Agreement, is strictly prohibited, and shall be a material breach of this Agreement by Customer.

(d) Customer agrees that Developer is the sole and exclusive owner of all rights in the Licensed Material.

3. License Fee.

(a) The grant contained hereunder is subject to payment by Customer of the applicable license fee of $____________, which shall be due on _____________. Failure to pay the applicable License Fee within 30 days of its due date shall be a breach of this Agreement, resulting in Developer' right to terminate this Agreement pursuant to Section 8. Late payment of the License Fee shall accrue interest charges at the lesser of (i) the maximum rate permitted by law or (ii) 1 percent per month.

(b) Customer shall pay all taxes (other than U.S. federal or state income taxes based on Developer’s income) based on Customer's license to use, possession or use of the Licensed Materials, or any other amounts paid by Customer to Developer hereunder.

4. Confidentiality.

(a) Customer shall treat the Licensed Material as confidential, shall not use such Licensed Material except as contemplated under this Agreement, and shall not disclose such Licensed Material to any third party.

(b) Notwithstanding paragraph (a), any of the Confidential Information may be disclosed to directors, officers, employees, attorneys, accountants, contractors or representatives (collectively, "Representatives") of Customer, but only if such Representatives need to know the Confidential Information for the performance of their duties in connection with the use of the Licensed Materials under this Agreement, it being understood (i) that such Representatives shall be informed by Customer of the confidential nature of the Confidential Information and the requirement that it not be used other than for the purpose described above, (ii) that such Representative shall be required to agree to and be bound by the terms of this paragraph of this Agreement as a condition of receiving the Confidential Information and (iii) that, in any event, Customer shall be responsible for any breach of this Agreement by any of its Representatives.

(c) Notwithstanding paragraphs (a) and (b), Customer shall not have liability to Developer with regard to any License Material which: (i) was in the public domain at the time it was disclosed or enters the public domain without violation of this Agreement by the Customer; (ii) was known to the Customer, without restriction, at the time of the disclosure as shown by the files of the Customer in existence at the time of disclosure; (iii) becomes known to the Customer, without restriction, from a third party without breach of this Agreement by the Customer and otherwise not in violation of Developer’s rights; or (iv) is inherently disclosed in the use, lease, sale or other distribution of, or publicly available supporting documentation for, the Licensed Material.

5. Limited Warranty.

(a) Developer warrants to Customer that Licensed Program shall perform substantially in accordance with its Documentation.

(b) Developer warrants to Customer that Licensed Materials, and their use do not violate any patent, copyright or trade secret of any third person. The warranty of this Section 5(b) shall not apply if infringement is due to the use or incorporation of any materials not supplied by Developer to Customer or and any change or modification of such materials by anyone other than Developer.

(c) EXCEPT AS SPECIFIED IN SECTION 5(A) AND 5(B), DEVELOPER MAKES NO WARRANTY OF ANY KIND RELATED TO THE PRODUCTS OR SERVICES PROVIDED HEREUNDER, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

6. Indemnification.

Developer shall indemnify, defend and hold Customer harmless from any loss or damage, including reasonable attorney's fees, resulting from any claim or lawsuit arising out of an allegation that the use of the Licensed Materials infringes any patent, copyright or trade secret of any third person. Customer shall promptly notify Developer in writing of any such claim or lawsuit, and shall give Developer the right to defend and settle any such claim or lawsuit using counsel of Developer' choice. Developer shall have the right to modify any Licensed Material to make it non-infringing or replace any Licensed Material, so long as such modification or substitution is made without additional charge to Customer, and renders the Licensed Program substantially functionally similar to the Licensed Program prior to modification or substitution or, if neither of these two steps is commercially practicable, Developer may, if in its absolute discretion it so decides, terminate this Agreement and in full discharge and satisfaction of any and all claims by Customer hereunder may refund to Customer all license fees paid by Customer hereunder.

7. LIMITATION ON LIABILITY.

(A) IN NO EVENT SHALL DEVELOPER BE LIABLE FOR INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR SPECIAL DAMAGES OF CUSTOMER ARISING OUT OF THIS AGREEMENT.

(B) EXCEPT FOR LIABILITY UNDER SECTION 6, IN NO EVENT SHALL DEVELOPER' LIABILITY TO CUSTOMER PURSUANT TO THIS AGREEMENT EXCEED THE AMOUNTS PAID BY CUSTOMER TO DEVELOPER UNDER SECTION 4 IN CONNECTION WITH THIS AGREEMENT.

(C) THE LIMITATION ON DEVELOPER' LIABILITY IS CUMULATIVE, WITH ALL PAYMENTS TO CUSTOMER FOR CLAIMS OR DAMAGES UNDER THIS AGREEMENT BEING AGGREGATED TO DETERMINE SATISFACTION OF THE LIMIT. THE EXISTENCE OF ONE OR MORE CLAIMS OR SUITS WILL NOT ENLARGE THE LIMIT. THESE LIMITATIONS APPLY TO ALL CAUSES OF ACTION UNDER OR RELATING TO THIS AGREEMENT.

8. Termination.

(a) This Agreement shall continue until terminated in accordance with its terms.

(b) Either party will have the right to terminate this Agreement immediately by delivery of written notice to the other party if the other party is in material breach of any warranty, term, condition or covenant of this Agreement, and the breaching party has failed to cure that breach within thirty (30) calendar days after receiving written notice of that breach and of the non-breaching party's intention to termination.

(c) Upon termination of this Agreement, Customer must immediately return to Developer (or destroy) all copies of the Licensed Materials.

(d) Sections 1, 2(d), 3, 4, 5(c), and 6 through 12 of this Agreement shall survive termination of this Agreement. Termination of this Agreement shall not relieve any breaching party for any liability for breach occurring prior to termination.

9. Injunctive Relief.

Because a breach of the provisions of Section 2 of this Agreement (including, without limitation, by unauthorized copying of the Licensed Material) would cause irreparable harm and significant injury which would be difficult to ascertain and which would not be compensable by damages alone, both Developer and Customer agree that any party will have the right to enforce those provisions by injunction, specific performance or other equitable relief without prejudice to any other rights and remedies the enforcing party may have for another party’s breach of this Agreement

10. Assignment.

This Agreement shall bind and inure to the benefit of the successors and assigns of the parties. Neither party may sell, assign, license or otherwise transfer its interests in this Agreement without the prior written consent of the other party. Such consent will not unreasonably be withheld if the proposed assignment is to a parent or subsidiary of the assignor or to a successor firm carrying on the business of the assignor, provided no such assignment shall relieve the assignor of any liability hereunder. Any assignee of this Agreement must agree in writing to be bound by these terms and conditions. Any purported assignment of this Agreement in violation of these provisions shall be void and of no effect.

11. Export.

Licensee certifies that no Licensed Material will be exported to any country in violation of the United States Export Administration Act and regulations thereunder.

12. Other.

(a) This Agreement is the entire agreement between the parties as to the matters hereunder and there are no other contracts, express or implied. This Agreement may only be modified by an agreement in writing signed by both parties.

(b) The validity and interpretation of this Agreement shall be governed by the laws of the Commonwealth of Massachusetts without reference to its choice of law rules.

(c) No delay or omission by either party in exercising any right or remedy under this Agreement or existing at law or equity shall be considered a waiver of such right or remedy. No waiver by either party of any right or remedy whether under this Agreement or otherwise shall be effective unless in writing.

(d) If any provision of this Agreement is held to be invalid or unenforceable, it will be construed to have the broadest interpretation which would make it valid and enforceable. Invalidity and unenforceability of one provision will not affect any other provision of this Agreement.

(e) The headings of this Agreement are for convenience only and shall have no effect on the meaning or interpretation of this Agreement.

(f) Unless otherwise specified in this Agreement, notices under this Agreement to a party shall be in writing and shall be sent by first class mail return receipt requested, or overnight carrier which has the ability to confirm receipt, to the person signing this Agreement on behalf of that party at the address for that party set forth below such person's signature on this Agreement, which person’s name and address may be changed by written notice. Notices shall be effective when received. A party shall be deemed to have received notice if notice shall have been delivered to its last known address, or if it such notice shall have been returned as refused or because there was no forwarding address.

EXECUTED as of the date first above written.

[NAME] [NAME]


By _______________________ By _______________________

Name: Name:

Title: Title:

Address: Address:

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