SOFTWARE LICENSE AGREEMENT

(Comprehensive Template – Universal Jurisdiction / Choice-of-Law)

[// GUIDANCE: All bracketed items MUST be reviewed and completed or deleted prior to execution. Remove all GUIDANCE comments before finalizing.]

TABLE OF CONTENTS

I. Definitions
II. License Grant; Scope & Restrictions
III. Delivery, Installation & Acceptance
IV. Fees, Taxes & Payment Terms
V. Maintenance, Support & Updates
VI. Confidentiality & Data Security
VII. Representations & Warranties
VIII. Covenants
IX. Indemnification
X. Limitation of Liability
XI. Term & Termination
XII. Default & Remedies
XIII. Dispute Resolution
XIV. Force Majeure
XV. General Provisions
XVI. Execution Block

AGREEMENT

This Software License Agreement (this “Agreement”) is made and entered into as of [EFFECTIVE DATE] (the “Effective Date”) by and between:

• [LICENSOR LEGAL NAME], a [STATE/COUNTRY] [ENTITY TYPE] with its principal place of business at [ADDRESS] (“Licensor”); and
• [LICENSEE LEGAL NAME], a [STATE/COUNTRY] [ENTITY TYPE] with its principal place of business at [ADDRESS] (“Licensee”).

Licensor and Licensee are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

RECITALS

A. Licensor is the owner of certain proprietary computer software and related Documentation (as defined below).
B. Licensee desires to obtain, and Licensor desires to grant, a license to use such Software (as defined below) on the terms and subject to the conditions set forth herein.
C. The Parties are entering into this Agreement for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged.

NOW, THEREFORE, in consideration of the mutual covenants herein contained, the Parties agree as follows:

I. DEFINITIONS

For purposes of this Agreement, the following capitalized terms shall have the meanings set forth below. All definitions apply equally to the singular and plural forms.

“Affiliate” means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party, where “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract, or otherwise.

“Authorized User” means an employee, contractor, or agent of Licensee (or of a Licensee Affiliate, if permitted) who is authorized by Licensee to access and use the Software pursuant to Section II.

“Confidential Information” has the meaning set forth in Section VI.1.

“Documentation” means Licensor’s user manuals, technical manuals, and any other materials provided by Licensor, in any form or medium, that describe the installation, operation, use, or technical specifications of the Software.

“Fees” has the meaning set forth in Section IV.1.

“Intellectual Property Rights” means any and all current and future worldwide rights in, to, and under patents, copyrights, trade secrets, trademarks, mask works, moral rights, and other similar rights.

“License Metrics” means the quantitative or qualitative measurement(s) (e.g., number of seats, processors, transactions, or other units) identified on Exhibit A (License Metrics & Fees) that define the scope of the license granted hereunder.

“Software” means the object code version of Licensor’s proprietary software product identified on Exhibit A, together with any Updates provided under Section V.

“Territory” means [DEFINE TERRITORY, e.g., “worldwide,” “United States”].

“Update” means any revision, patch, enhancement, bug-fix, or other modification to the Software made generally available by Licensor to its licensees.

[// GUIDANCE: Add or remove defined terms as appropriate to the particular transaction.]

II. LICENSE GRANT; SCOPE & RESTRICTIONS

2.1 License Grant. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a [non-exclusive], [non-transferable], [non-sublicensable], limited license to install, execute, and use the Software and Documentation solely:
(a) within the Territory;
(b) for Licensee’s internal business purposes; and
(c) within the License Metrics and Authorized User limits set forth on Exhibit A.

2.2 Restrictions. Except as expressly permitted herein, Licensee shall not, and shall not permit any third party to:
(a) modify, translate, adapt, or create derivative works of the Software or Documentation;
(b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying ideas of the Software, except to the limited extent permitted by applicable law notwithstanding contractual prohibition, and then only upon prior written notice to Licensor;
(c) remove, alter, or obscure any proprietary notices on or in the Software or Documentation;
(d) use the Software to provide service bureau, time-sharing, software-as-a-service, or similar services to any third party;
(e) circumvent any technological protection measures or license key mechanisms; or
(f) use the Software in violation of any applicable law or regulation, including export control laws.

2.3 Reservation of Rights. Licensor reserves all rights not expressly granted to Licensee under this Agreement. No rights are granted by implication or estoppel.

2.4 Compliance Audit. Upon not less than ten (10) Business Days’ prior written notice, Licensor may audit Licensee’s use of the Software no more than once per twelve (12) month period. Licensee shall cooperate and provide access to relevant records. If an audit reveals unlicensed use in excess of five percent (5%) of the paid-for License Metrics, Licensee shall pay Licensor the applicable Fees for such excess usage plus Licensor’s reasonable audit costs.

III. DELIVERY, INSTALLATION & ACCEPTANCE

3.1 Delivery. Licensor shall deliver access to, or a copy of, the Software and Documentation via electronic download within [NUMBER] Business Days after the Effective Date.

3.2 Installation. Licensee shall be responsible for installation unless the Parties agree in writing that Licensor will perform installation services under a separate statement of work.

3.3 Acceptance Testing. Within [NUMBER] days after delivery, Licensee may test the Software solely to confirm material conformity with the Documentation. The Software shall be deemed accepted on the earlier of:
(a) Licensee’s written acceptance notice; or
(b) the first day after the testing period unless Licensee has provided a detailed rejection notice identifying material non-conformities.

3.4 Rejection & Remedies. If Licensee timely rejects the Software, Licensor shall use commercially reasonable efforts to correct the reported non-conformities within [NUMBER] days, whereupon the acceptance procedure shall repeat. If Licensor is unable to remedy the non-conformities after two (2) cure cycles, Licensee may terminate the license for the affected Software and recover any prepaid but unearned Fees therefor.

IV. FEES, TAXES & PAYMENT TERMS

4.1 Fees. Licensee shall pay Licensor the license, maintenance, and other fees (collectively, the “Fees”) set forth on Exhibit A in accordance with this Section IV.

4.2 Invoicing & Payment. Unless otherwise specified in Exhibit A, Licensor shall invoice Fees annually in advance, and Licensee shall pay each undisputed invoice within thirty (30) days after the invoice date.

4.3 Late Payments. Past-due amounts shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

4.4 Taxes. Fees are exclusive of all taxes, duties, and similar assessments, except for taxes based on Licensor’s net income. Licensee is responsible for all such taxes, withholding, and duties imposed on the transactions under this Agreement.

4.5 Net of Withholding. If Licensee is required by law to withhold any taxes from payments to Licensor, Licensee shall gross-up payments so that Licensor receives the full Fees invoiced.

V. MAINTENANCE, SUPPORT & UPDATES

5.1 Maintenance & Support Services. Subject to Licensee’s timely payment of Maintenance Fees (if any) specified on Exhibit A, Licensor shall provide the maintenance and support services (“Support Services”) described in Exhibit B (Support & Service Levels).

5.2 Updates. During the Support Services term, Licensor shall provide Licensee with all Updates that Licensor generally makes available to its similarly-situated licensees at no additional charge.

5.3 End-of-Life Policy. Licensor may, upon at least twelve (12) months’ prior written notice, declare an end-of-life (“EOL”) for any major version of the Software, after which Licensor’s Support Services obligations for such version will cease.

VI. CONFIDENTIALITY & DATA SECURITY

6.1 Definition. “Confidential Information” means all proprietary or confidential information disclosed by a Party (“Discloser”) to the other Party (“Recipient”) that is (i) marked or designated as confidential, or (ii) reasonably understood to be confidential from the circumstances of disclosure.

6.2 Obligations. Recipient shall:
(a) use the same degree of care it uses to protect its own confidential information of like nature (but not less than reasonable care);
(b) not disclose Confidential Information to any third party except to its employees, contractors, and legal/financial advisers who have a need to know and are bound by confidentiality obligations at least as protective as this Section VI; and
(c) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement.

6.3 Exclusions. Confidential Information does not include information that: (i) is or becomes publicly available without breach of this Agreement; (ii) was rightfully known by Recipient prior to disclosure; (iii) is independently developed by Recipient without use of Discloser’s Confidential Information; or (iv) is rightfully received from a third party without breach of any confidentiality obligation.

6.4 Compelled Disclosure. Recipient may disclose Confidential Information to the extent required by law or court order, provided that Recipient gives Discloser prompt written notice (where legally permitted) and reasonable cooperation to seek protective treatment.

6.5 Data Security. Each Party shall implement and maintain commercially reasonable administrative, physical, and technical safeguards designed to protect Confidential Information and, where applicable, personal data from unauthorized access, use, or disclosure.

VII. REPRESENTATIONS & WARRANTIES

7.1 Mutual Representations. Each Party represents and warrants that:
(a) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization;
(b) it has full corporate power and authority to enter into and perform this Agreement; and
(c) this Agreement constitutes a valid and binding obligation enforceable against it in accordance with its terms.

7.2 Licensor Limited Warranty. Licensor warrants that for a period of [NINETY (90)] days after delivery (“Warranty Period”) the unmodified Software, when properly installed and used in accordance with the Documentation, will materially conform to the Documentation.

7.3 Exclusive Remedies. For any breach of the foregoing warranty timely reported during the Warranty Period, Licensor shall, at its sole option and expense: (a) repair or replace the non-conforming Software; or (b) terminate the license for the affected Software and refund the Fees paid therefor. The foregoing states Licensee’s sole and exclusive remedy and Licensor’s entire liability for breach of Section 7.2.

7.4 Performance Disclaimer. Licensor does not warrant that the Software will be uninterrupted or error-free, or that all defects will be corrected.

7.5 Disclaimer of Other Warranties. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 7.2, LICENSOR DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

[// GUIDANCE: Ensure any local statutory non-disclaimable warranties are expressly preserved if required.]

7.6 Survival. All representations and warranties shall survive the execution of this Agreement and any delivery made hereunder only for the term expressly stated herein.

VIII. COVENANTS

8.1 Compliance with Laws. Each Party shall comply with all applicable laws, regulations, and export control restrictions in connection with its performance under this Agreement.

8.2 Export Controls. Licensee shall not export or re-export the Software in violation of applicable export laws, including United States Export Administration Regulations.

8.3 Open Source Software. Licensor shall disclose in Exhibit C any open-source components contained in the Software and the applicable license terms. Licensor covenants that no open-source component imposes any obligation on Licensee to disclose or make available any derivative works of the Software in source code form.

8.4 Insurance. Licensor shall maintain commercially reasonable levels of commercial general liability and technology errors & omissions insurance throughout the Term and shall provide certificates of insurance upon request.

IX. INDEMNIFICATION

9.1 Indemnification by Licensor. Licensor shall defend, indemnify, and hold harmless Licensee and its Affiliates, and their respective officers, directors, employees, and agents (collectively, “Licensee Indemnitees”), from and against any third-party claim, suit, or proceeding alleging that the Software, as delivered by Licensor and used in accordance with this Agreement, infringes any United States patent, copyright, or trade secret (an “IP Claim”), and shall pay all damages awarded in a final judgment (or amounts agreed to in settlement) and reasonable attorneys’ fees incurred by Licensee Indemnitees in connection with an IP Claim.

9.2 Indemnification Procedure. Licensee shall: (a) promptly notify Licensor in writing of the IP Claim; (b) grant Licensor sole control of the defense and settlement; and (c) provide reasonable cooperation at Licensor’s expense. Failure to give prompt notice shall not relieve Licensor of its obligations except to the extent prejudiced thereby.

9.3 Exclusions. Licensor shall have no obligation under Section 9.1 to the extent the IP Claim arises from: (a) combination of the Software with products or services not supplied by Licensor; (b) modification of the Software by anyone other than Licensor; (c) use of the Software after Licensor notifies Licensee to discontinue use due to an IP Claim; or (d) use of other than the most current Update made available to Licensee.

9.4 Mitigation. If the Software becomes, or in Licensor’s opinion is likely to become, subject to an IP Claim, Licensor may, at its sole option and expense: (a) obtain for Licensee the right to continue using the Software; (b) replace or modify the Software so that it is non-infringing and substantially equivalent in functionality; or (c) if neither (a) nor (b) is commercially reasonable, terminate the license for the affected Software and refund the depreciated portion of prepaid Fees (straight-line over three (3) years).

9.5 Exclusive Remedy. THIS SECTION IX STATES LICENSEE’S SOLE AND EXCLUSIVE REMEDY, AND LICENSOR’S ENTIRE LIABILITY, FOR ANY IP CLAIM.

X. LIMITATION OF LIABILITY

10.1 Exclusion of Certain Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES (INCLUDING LOST PROFITS, LOSS OF BUSINESS, OR DATA LOSS) ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Aggregate Liability Cap. EXCEPT FOR (i) EITHER PARTY’S LIABILITY FOR BREACH OF SECTION VI (CONFIDENTIALITY), (ii) LICENSEE’S LIABILITY FOR VIOLATION OF THE LICENSE RESTRICTIONS IN SECTION II.2, OR (iii) LICENSOR’S INDEMNIFICATION OBLIGATIONS UNDER SECTION IX, EACH PARTY’S TOTAL CUMULATIVE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY LICENSEE TO LICENSOR UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY.

10.3 Allocation of Risk. The Parties acknowledge that the limitations of liability in this Section and the allocation of risk herein are essential elements of the bargain and that the pricing and other provisions of this Agreement reflect such allocation.

XI. TERM & TERMINATION

11.1 Term. This Agreement commences on the Effective Date and continues for an initial term of [INITIAL TERM, e.g., “three (3) years”] (the “Initial Term”) unless earlier terminated as provided herein. Thereafter, this Agreement shall automatically renew for successive [ONE (1)-YEAR] renewal terms (each a “Renewal Term,” and together with the Initial Term, the “Term”) unless either Party gives the other Party written notice of non-renewal at least [NINETY (90)] days prior to the end of the then-current Term.

11.2 Termination for Convenience. [OPTIONAL – Delete if not desired] Either Party may terminate this Agreement for any reason upon [NUMBER] days’ prior written notice to the other Party after the Initial Term.

11.3 Termination for Cause. Either Party may terminate this Agreement immediately upon written notice if the other Party:
(a) materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice; or
(b) becomes the subject of a petition in bankruptcy, insolvency, receivership, liquidation, or similar proceeding and such petition is not dismissed within sixty (60) days.

11.4 Effect of Termination. Upon termination or expiration of this Agreement:
(a) all licenses granted to Licensee shall immediately terminate, and Licensee shall cease all use of the Software and Documentation;
(b) within ten (10) days Licensee shall return or destroy all copies of the Software and Documentation and certify such destruction in writing; and
(c) any Fees accrued and payable as of the termination date shall become immediately due.
Sections I, VI, IX–X, XI.4, XII, XIII, XV, and any other provisions which by their nature should survive, shall survive expiration or termination.

XII. DEFAULT & REMEDIES

12.1 Events of Default. A Party shall be in default if it:
(a) fails to make any undisputed payment when due and such failure continues for fifteen (15) days after written notice;
(b) materially breaches any representation, warranty, or covenant herein; or
(c) experiences an Insolvency Event as described in Section 11.3(b).

12.2 Notice & Cure. The non-defaulting Party shall give written notice specifying the nature of the default and afford the defaulting Party the applicable cure period stated above. If the default remains uncured after the cure period, the non-defaulting Party may, in addition to any other rights:
(i) suspend performance (including Support Services) until the default is cured; or
(ii) terminate this Agreement pursuant to Section 11.3 and pursue all available remedies at law or in equity, subject to the limitations set forth herein.

12.3 Attorney Fees & Costs. The prevailing Party in any action to enforce this Agreement shall be entitled to recover its reasonable attorneys’ fees and costs.

XIII. DISPUTE RESOLUTION

13.1 Governing Law. This Agreement and any disputes arising hereunder shall be governed by and construed in accordance with the laws of [CHOICE OF LAW STATE/COUNTRY], without regard to its conflict-of-laws rules.

13.2 Forum Selection & Exclusive Jurisdiction. Subject to Section 13.3 (Arbitration) and Section 13.4 (Injunctive Relief), the Parties irrevocably submit to the exclusive jurisdiction of the state and federal courts located in [COUNTY & STATE / COUNTRY] for any legal suit, action, or proceeding arising out of or relating to this Agreement, and each Party irrevocably waives any objection to venue therein.

13.3 Optional Arbitration. [SELECT ONE:
(a) “Arbitration Required.” Any dispute, controversy, or claim arising out of or relating to this Agreement shall be finally settled by binding arbitration administered by [ARBITRATION BODY] under its [RULES] then in effect. The seat of arbitration shall be [CITY, STATE]. The language of arbitration shall be English. Judgment on the award may be entered in any court of competent jurisdiction. OR
(b) “No Arbitration.” The Parties do not agree to arbitrate disputes under this Agreement.]

13.4 Injunctive Relief for IP. Notwithstanding any other provision of this Agreement, either Party may seek temporary, preliminary, or permanent injunctive relief in any court of competent jurisdiction to protect its Intellectual Property Rights or Confidential Information.

13.5 Jury Trial Waiver. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HEREBY WAIVES ITS RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF THIS AGREEMENT.

XIV. FORCE MAJEURE

14.1 Definition. “Force Majeure Event” means any event beyond a Party’s reasonable control, including acts of God, natural disasters, terrorism, civil unrest, labor disputes (excluding those involving the workforce of the Party seeking relief), government actions, and failures of suppliers or subcontractors due to any such cause.

14.2 Effect. If a Party is prevented from performing its obligations (other than payment obligations) by a Force Majeure Event, such performance shall be excused for the duration of the Force Majeure Event and for a reasonable recovery period, provided that the affected Party: (a) gives prompt notice; (b) uses commercially reasonable efforts to mitigate the impact; and (c) resumes performance as soon as practicable.

14.3 Termination for Extended Force Majeure. If a Force Majeure Event continues for more than sixty (60) consecutive days, either Party may terminate this Agreement upon written notice without liability other than the payment of Fees accrued prior to the Force Majeure Event.

XV. GENERAL PROVISIONS

15.1 Amendment & Waiver. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties. No waiver shall be deemed a waiver of any subsequent breach.

15.2 Assignment. Neither Party may assign or transfer this Agreement or any rights or obligations hereunder without the prior written consent of the other Party, except that either Party may assign this Agreement without consent to a successor in connection with a merger, acquisition, or sale of substantially all of its assets, provided the assignee agrees in writing to be bound by this Agreement. Any attempted assignment in violation of this Section 15.2 shall be null and void.

15.3 Successors & Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their permitted successors and assigns.

15.4 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid or unenforceable provision shall be replaced by a valid, enforceable provision that most closely reflects the Parties’ original intent.

15.5 Integration. This Agreement, including its Exhibits and any mutually executed schedules, constitutes the entire understanding of the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous oral or written agreements.

15.6 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts (including by electronically-scanned copies or electronic signature technology), each of which shall be deemed an original, and all of which together shall constitute one instrument.

15.7 Independent Contractors. The Parties are independent contractors. Nothing in this Agreement shall be construed to create an agency, partnership, or joint venture between the Parties.

15.8 Notices. All notices required or permitted under this Agreement shall be in writing and deemed given: (i) when delivered personally; (ii) one (1) Business Day after deposit with a nationally-recognized overnight courier; or (iii) three (3) Business Days after deposit in certified mail (return receipt requested), in each case addressed to the receiving Party’s address set forth in the preamble or as otherwise designated in writing.

15.9 Equitable Relief. Each Party acknowledges that a breach of Sections VI or II may cause irreparable harm for which monetary damages would be inadequate and therefore agrees that the non-breaching Party may seek injunctive relief in addition to any other available remedies.

15.10 Construction. Headings are for convenience only and shall not affect interpretation. The words “including,” “includes,” and “include” shall be deemed to be followed by “without limitation.”

XVI. EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties, intending to be legally bound, have caused this Software License Agreement to be executed by their duly authorized representatives as of the Effective Date.

[// GUIDANCE: Add notarization or witness lines below if required by local law.]

EXHIBIT A

License Metrics & Fees

Total Initial Fees: $[TOTAL]

EXHIBIT B

Support & Service Levels

1. Support Hours: [e.g., “09:00–17:00 local time, Monday–Friday, excluding holidays”]
2. Response Times:
   • Priority 1 (Critical): Response within 2 hours; Workaround or resolution within 24 hours.
   • Priority 2 (High): Response within 4 hours; Workaround within 48 hours; Resolution in next Update.
   • Priority 3 (Normal): Response within 1 Business Day; Resolution in future release.
3. Contact Channels: [e.g., “Support portal, email [email protected], telephone +1-XXX-XXX-XXXX”]
4. Exclusions: Support does not include custom code, third-party software, or on-site services unless agreed.

EXHIBIT C

Open-Source Components Disclosure

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