SOFTWARE SALES AGREEMENT

[// GUIDANCE: This template is intended for business-to-business transactions involving a perpetual or term-limited license to off-the-shelf or slightly customized software. Modify defined terms and operative clauses for SaaS/subscription models.]

I. DOCUMENT HEADER

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

1. [Vendor Legal Name], a [State/Country] [corporation/limited liability company], with its principal place of business at [Vendor Address] (“Vendor”); and
2. [Customer Legal Name], a [State/Country] [corporation/limited liability company], with its principal place of business at [Customer Address] (“Customer”).

Vendor and Customer are sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties.”

Recitals

WHEREAS, Vendor develops, markets, and sells proprietary software products;
WHEREAS, Customer desires to purchase, and Vendor desires to sell and license, the Software (as defined below) on the terms set forth in this Agreement;

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

TABLE OF CONTENTS

I. Document Header
II. Definitions
III. Operative Provisions
    3.1 Sale & Delivery
    3.2 License Grant & Restrictions
    3.3 Acceptance
    3.4 Fees & Payment
IV. Representations & Warranties
V. Covenants & Restrictions
VI. Default & Remedies
VII. Risk Allocation
VIII. Dispute Resolution
IX. General Provisions
X. Execution Block

II. DEFINITIONS

For purposes of this Agreement, capitalized terms have the meanings set forth below. All definitions apply equally to their singular and plural forms. Any term not defined herein has the meaning assigned in the Section where first used.

“Affiliate” – Any entity that directly or indirectly Controls, is Controlled by, or is under common Control with a Party, where “Control” means ownership of ≥50% of the voting securities.

“Confidential Information” – Has the meaning set forth in Section 5.2.

“Deliverables” – All tangible and intangible items (including the Software and Documentation) to be delivered by Vendor under this Agreement.

“Documentation” – The user guides, manuals, and technical specifications for the Software supplied by Vendor.

“Error” – A reproducible failure of the Software to conform materially to the Specifications.

“Fees” – All amounts payable by Customer under this Agreement, including without limitation License Fees and Support Fees.

“Intellectual Property Rights” – All patent, copyright, trademark, trade secret, and other proprietary rights worldwide.

“License” – The license granted in Section 3.2.1.

“Licensed Site” – The physical location(s) identified in the Order Form from which Customer may access and use the Software.

“Order Form” – The mutually executed ordering document referencing this Agreement that sets forth commercial terms (e.g., product, quantity, Fees, term).

“Software” – The object-code version of Vendor’s proprietary software product(s) identified in the applicable Order Form, including any Updates delivered under this Agreement.

“Specifications” – The functional specifications for the Software set forth in the Documentation.

“Support Services” – Maintenance and technical support services, if any, described in Section 3.5.

“Update” – A bug fix, patch, or minor enhancement to the Software that Vendor makes generally available to its customers without additional charge.

[// GUIDANCE: Add or delete defined terms to match the final transaction documents.]

III. OPERATIVE PROVISIONS

3.1 Sale and Delivery

3.1.1 Sale. Vendor hereby agrees to sell, and Customer agrees to purchase, the number of copies of the Software specified in the applicable Order Form.

3.1.2 Delivery. Vendor shall deliver the Software and Documentation electronically within [Delivery Period] after the Effective Date (or, for subsequent orders, after Vendor’s receipt of a duly executed Order Form).

3.2 License Grant and Use Restrictions

3.2.1 Grant. Subject to Customer’s timely payment of all Fees and compliance with this Agreement, Vendor grants to Customer a [perpetual/term-limited], non-exclusive, non-transferable, worldwide license to install and use the Software, solely for Customer’s internal business purposes, up to the licensed capacity stated in the Order Form.

3.2.2 Restrictions. Except as expressly permitted herein, Customer shall not, and shall not permit any third party to:
(a) copy (except for reasonable back-up), modify, or create derivative works of the Software;
(b) reverse engineer, decompile, or disassemble the Software, except to the extent such restriction is prohibited by applicable law;
(c) sublicense, rent, lease, lend, or otherwise provide the Software to any third party; or
(d) remove or obscure any proprietary notices on the Software.

3.2.3 Reservation of Rights. All Intellectual Property Rights in the Software are and shall remain the exclusive property of Vendor and its licensors. No rights are granted by implication, estoppel, or otherwise.

3.3 Acceptance

3.3.1 Acceptance Period. Customer shall have [Acceptance Period: e.g., 30] days after delivery to conduct acceptance testing. Unless Customer provides Vendor with written notice of any material non-conformity before the end of the Acceptance Period, the Software shall be deemed accepted.

3.3.2 Remedies. If the Software materially fails to conform to the Specifications, Vendor shall, at its expense and as Customer’s sole remedy, either (a) correct the non-conformity or (b) replace the non-conforming Software.

3.4 Fees and Payment

3.4.1 Fees. Customer shall pay the Fees set forth in each Order Form in accordance with this Section 3.4.

3.4.2 Invoicing & Payment. Vendor shall invoice Customer upon delivery unless otherwise stated in the Order Form. All invoices are due [Net 30] days from the invoice date. Late payments accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

3.4.3 Taxes. Fees exclude all applicable taxes, duties, or governmental charges. Customer is responsible for all such taxes except taxes on Vendor’s net income.

3.4.4 Suspension of Performance. Vendor may suspend performance upon written notice if any undisputed amount is more than [30] days overdue and remains unpaid after a [10-day] cure period.

3.5 Support Services (Optional)

[OPTIONAL] Vendor shall provide Support Services in accordance with the service-level terms attached as Exhibit A (Support Terms) in exchange for the Support Fees stated in the Order Form.

IV. REPRESENTATIONS & WARRANTIES

4.1 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 formation;
(b) it has full power and authority to enter into this Agreement; and
(c) this Agreement constitutes a valid and binding obligation enforceable against it in accordance with its terms.

4.2 Vendor Warranties. Vendor further warrants that:
(a) for [Warranty Period: e.g., 90] days after Acceptance, the Software will perform in all material respects in accordance with the Specifications; and
(b) to Vendor’s knowledge, the Software, as delivered, does not infringe any third-party U.S. copyright, patent, or trade secret.

4.3 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 4, THE SOFTWARE AND ALL SERVICES ARE PROVIDED “AS IS,” AND VENDOR DISCLAIMs ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

4.4 Survival. The warranties in Sections 4.1 and 4.2 survive for the applicable periods stated therein.

V. COVENANTS & RESTRICTIONS

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

5.2 Confidentiality. Each Party (“Recipient”) shall (a) maintain in confidence all non-public information disclosed by the other Party (“Discloser”) that is designated as confidential or that a reasonable person would understand to be confidential (“Confidential Information”); (b) use such Confidential Information solely to exercise its rights or perform its obligations under this Agreement; and (c) protect the Confidential Information using the same degree of care it uses to protect its own similar information, but not less than reasonable care. The obligations in this Section 5.2 survive for [3] years following the termination or expiration of this Agreement (and indefinitely for trade secrets).

5.3 Data Security (Optional). [OPTIONAL] Vendor shall implement and maintain commercially reasonable administrative, physical, and technical safeguards designed to protect Customer Data.

5.4 Notice & Cure. Each Party shall promptly notify the other of any breach of confidentiality or security obligations and cooperate in remediation efforts.

VI. DEFAULT & REMEDIES

6.1 Events of Default. The following constitute “Events of Default”:
(a) a Party’s material breach of this Agreement that (i) is incapable of cure, or (ii) is capable of cure but remains uncured [30] days after written notice;
(b) Customer’s failure to pay any undisputed amount within [30] days after written demand; or
(c) a Party becomes insolvent, makes an assignment for the benefit of creditors, or has a receiver appointed for substantially all of its assets.

6.2 Remedies. Upon an Event of Default by a Party (“Defaulting Party”), the non-defaulting Party may, without prejudice to any other rights or remedies:
(a) terminate this Agreement (or any affected Order Form) by written notice;
(b) accelerate and declare immediately due all amounts payable;
(c) seek all remedies available at law or in equity, subject to Section 7.2 (Limitation of Liability); and
(d) recover reasonable attorneys’ fees and costs incurred in enforcing this Agreement.

VII. RISK ALLOCATION

7.1 Vendor Intellectual Property Indemnity

7.1.1 Obligation. Vendor shall defend Customer against any third-party claim alleging that the Software, as delivered, infringes a U.S. patent, copyright, or trade secret, and shall indemnify Customer for any finally awarded damages and reasonable attorneys’ fees.

7.1.2 Exclusions. Vendor has no obligation under this Section 7.1 for claims arising from (a) Customer’s modification or combination of the Software with non-Vendor products, (b) use not in accordance with the Documentation, or (c) Customer’s continued use of the Software after Vendor has provided a non-infringing substitute.

7.1.3 Mitigation. If the Software is, or in Vendor’s opinion is likely to be, enjoined, Vendor may (a) procure the right for Customer to continue using it, (b) replace or modify it to make it non-infringing while preserving materially equivalent functionality, or (c) terminate the affected License and refund to Customer the depreciated License Fees (straight-line over [3] years) paid for the enjoined Software.

7.2 Limitation of Liability

EXCEPT (i) FOR EITHER PARTY’S BREACH OF SECTION 5.2 (CONFIDENTIALITY) OR (ii) FOR VENDOR’S INDEMNITY OBLIGATIONS UNDER SECTION 7.1, EACH PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID (AND PAYABLE) BY CUSTOMER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR DATA, EVEN IF ADVISED OF THE POSSIBILITY THEREOF.

7.3 Insurance

Vendor shall, at its own expense, maintain commercially reasonable general liability and professional liability (technology errors & omissions) insurance with limits of not less than [USD 1,000,000] per occurrence and [USD 2,000,000] aggregate.

7.4 Force Majeure

Neither Party shall be liable for delay or failure to perform due to causes beyond its reasonable control (including acts of God, labor disputes, government actions, or internet failures), provided the affected Party promptly notifies the other and resumes performance as soon as practicable.

VIII. DISPUTE RESOLUTION

8.1 Governing Law. This Agreement and any dispute arising hereunder shall be governed by and construed in accordance with the laws of [Chosen Governing Law State/Country], without regard to its conflict-of-laws principles.

8.2 Exclusive Jurisdiction. Subject to Section 8.3 (Optional Arbitration), the Parties irrevocably submit to the exclusive jurisdiction of the state and federal courts located in [County, State], and waive any objection to venue or inconvenient forum.

8.3 Arbitration (Optional). [OPTIONAL] Any dispute not resolved by negotiation within [30] days shall be finally settled by binding arbitration administered by [Arbitral Institution] under its rules in effect at the time. The seat of arbitration shall be [City, State]. Judgment on the award may be entered in any court of competent jurisdiction.

8.4 Injunctive Relief. Each Party acknowledges that a breach of its obligations relating to Intellectual Property Rights or Confidential Information may cause irreparable harm for which monetary damages are inadequate. Accordingly, either Party may seek injunctive or equitable relief in any court of competent jurisdiction without posting bond.

8.5 Jury Trial Waiver. THE PARTIES HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT.

IX. GENERAL PROVISIONS

9.1 Amendments & Waivers. No amendment or waiver of any provision of this Agreement is effective unless in writing and signed by both Parties. A waiver on one occasion is not a waiver of any other occasion.

9.2 Assignment. Neither Party may assign or transfer this Agreement without the prior written consent of the other Party, except to an Affiliate or 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 other attempted assignment is void.

9.3 Successors & Assigns. This Agreement is binding upon and inures to the benefit of the Parties and their permitted successors and assigns.

9.4 Severability. If any provision of this Agreement is held unenforceable, the remainder will remain in effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable while preserving the Parties’ intent.

9.5 Entire Agreement. This Agreement (including all Exhibits and Order Forms) constitutes the entire agreement between the Parties concerning its subject matter and supersedes all prior or contemporaneous agreements, proposals, or representations.

9.6 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts (including by facsimile or electronic signature), each of which is deemed an original and all of which together constitute one instrument. Electronic signatures (e.g., DocuSign) are deemed original signatures for all purposes.

9.7 Independent Contractors. The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or fiduciary relationship.

9.8 Notices. Notices must be in writing and delivered by personal delivery, certified mail (return receipt requested), or reputable overnight courier to the addresses first set forth above (or as later designated). Notices are deemed given (a) upon receipt if personally delivered, (b) two business days after deposit with an overnight courier, or (c) five business days after mailing.

9.9 Construction. Headings are for convenience only and do not affect interpretation. “Including” means “including without limitation.”

X. EXECUTION BLOCK

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

[// GUIDANCE: Add notarization or witness lines if required under local law or internal policy.]

Exhibit A – Support Terms (Optional)

[Include detailed service levels, response times, escalation procedures, and update policies.]