SOFTWARE SALES AGREEMENT

(Utah Law)

[// GUIDANCE: This Agreement governs the sale/license of software products. Software transactions may be treated as either a sale of goods under UCC Article 2, a license of intellectual property, or both. This template addresses both scenarios. Customize all placeholders before execution.]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. License Grant and Delivery
4. Fees and Payment
5. Implementation and Training
6. Support and Maintenance
7. Intellectual Property
8. Confidentiality
9. Data Protection
10. Representations and Warranties
11. Indemnification
12. Limitation of Liability
13. Term and Termination
14. Dispute Resolution
15. General Provisions
16. Execution Block

1. DOCUMENT HEADER

SOFTWARE SALES AGREEMENT

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

VENDOR:
- Legal Name: [VENDOR LEGAL NAME]
- Entity Type: [Corporation / LLC / Partnership]
- State of Organization: [STATE]
- Principal Address: [ADDRESS]
- Contact: [NAME] | [EMAIL] | [PHONE]

CUSTOMER:
- Legal Name: [CUSTOMER LEGAL NAME]
- Entity Type: [Corporation / LLC / Partnership]
- State of Organization: [STATE]
- Principal Address: [ADDRESS]
- Contact: [NAME] | [EMAIL] | [PHONE]

(each a "Party" and collectively the "Parties")

Recitals

WHEREAS, Vendor has developed and owns proprietary software described herein; and

WHEREAS, Customer desires to purchase/license such software subject to the terms herein;

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

2. DEFINITIONS

"Acceptance" – Customer's confirmation that the Software conforms to the Specifications, as described in Section 3.4.

"Authorized Users" – Customer's employees, contractors, and agents authorized to use the Software, up to the number specified in the Order Form.

"Confidential Information" – All non-public information disclosed by either Party, including trade secrets protected under Utah Code § 13-24-1 et seq., source code, algorithms, business information, and the terms of this Agreement.

"Documentation" – Vendor's user manuals, technical specifications, API documentation, and other written materials describing the Software's functionality.

"Effective Date" – The date specified in the Document Header.

"Error" – A material failure of the Software to conform to the Specifications.

"Fees" – The amounts payable by Customer as set forth in the Order Form.

"Intellectual Property Rights" – Patents, copyrights, trademarks, trade secrets, and all other proprietary rights.

"License" – The right to use the Software as granted in Section 3.

"Maintenance" – Bug fixes, patches, and updates to the Software.

"Order Form" – A written or electronic order document specifying the Software, License type, Fees, and term.

"Personal Data" – Information that identifies or could identify an individual, as defined in Utah Code § 13-44-101 and Utah Code § 13-61-101 (Utah Consumer Privacy Act).

"Software" – The software products specified in the Order Form, including any Updates provided during the term.

"Source Code" – The human-readable form of the Software.

"Specifications" – The functional and technical requirements for the Software as set forth in the Documentation or Order Form.

"Support" – Technical assistance and help desk services as described in Section 6.

"Updates" – New versions, releases, patches, and enhancements to the Software.

3. LICENSE GRANT AND DELIVERY

3.1 License Grant

Subject to the terms of this Agreement and payment of Fees, Vendor grants Customer a:

☐ Perpetual License: Non-exclusive, non-transferable, perpetual license to use the Software

☐ Subscription License: Non-exclusive, non-transferable license to use the Software during the Subscription Term

☐ Enterprise License: Non-exclusive license for unlimited users within Customer's organization

☐ Named User License: License limited to [X] named Authorized Users

☐ Concurrent User License: License limited to [X] simultaneous users

[// GUIDANCE: Select the appropriate license type. Pricing in the Order Form should align with the selected license model.]

3.2 License Scope

The License permits Customer to:
(a) Install and use the Software on Customer's systems for internal business purposes;
(b) Make reasonable backup copies for archival purposes;
(c) Allow Authorized Users to access the Software;
(d) Configure the Software using provided administrative tools;
(e) Integrate the Software with Customer's systems via documented APIs.

3.3 License Restrictions

Customer shall NOT:
(a) Sublicense, sell, rent, or lease the Software to third parties;
(b) Modify, adapt, or create derivative works (except via documented APIs);
(c) Reverse engineer, decompile, or disassemble the Software;
(d) Remove or alter any proprietary notices;
(e) Use the Software to provide services to third parties (unless separately licensed);
(f) Exceed the licensed number of users or installations;
(g) Use the Software in violation of applicable law.

3.4 Delivery and Acceptance

(a) Delivery: Vendor shall deliver the Software within [X] Business Days of the Effective Date via:
☐ Electronic download from [URL]
☐ Physical media shipped to Customer's address
☐ Cloud-hosted access credentials

(b) Installation:
☐ Customer self-installs using Documentation
☐ Vendor provides installation services (included / additional fee)

(c) Acceptance Testing: Customer shall have [30] days from delivery to test the Software against the Specifications ("Acceptance Period"). Customer shall notify Vendor of any material non-conformity. If Customer does not reject within the Acceptance Period, Acceptance is deemed to have occurred.

(d) Rejection and Cure: If Customer rejects, Vendor shall have [30] days to cure. If Vendor fails to cure, Customer may terminate and receive a full refund.

3.5 Deployment Options

☐ On-Premise: Software installed on Customer's infrastructure
☐ Cloud/SaaS: Software hosted by Vendor
☐ Hybrid: Combination of on-premise and cloud components

4. FEES AND PAYMENT

4.1 License Fees

4.2 Payment Schedule

4.3 Payment Terms

• Payment Due: Net [30] days from invoice date
• Payment Method: [ACH / Wire / Check / Credit Card]
• Invoices sent to: [BILLING EMAIL]

4.4 Late Payments

Past due amounts bear interest at [1.5]% per month or the maximum rate permitted by Utah law (Utah Code § 15-1-1: federal post-judgment rate for default; up to 10% if contracted in writing), whichever is less. Vendor may suspend Support after [30] days of non-payment.

4.5 Taxes

Fees exclude all applicable taxes. Customer shall pay all sales, use, and similar taxes (including Utah sales tax of 4.85% plus local rates), or provide valid exemption certificates. Software delivered electronically may be subject to sales tax in Utah—consult tax advisor.

4.6 Maintenance Renewal

Annual Maintenance renews automatically unless Customer provides written notice at least [60] days before expiration. Maintenance fees may increase by up to [X]% annually upon renewal.

5. IMPLEMENTATION AND TRAINING

5.1 Implementation Services

☐ Standard Implementation: Vendor provides remote installation and configuration per Documentation
☐ Custom Implementation: Per separate Statement of Work
☐ Customer Self-Implementation: Customer installs using Documentation

5.2 Project Management

• Vendor Project Manager: [NAME]
• Customer Project Manager: [NAME]
• Kickoff Meeting: Within [X] Business Days of Effective Date
• Status Meetings: [Weekly / Bi-weekly]

5.3 Customer Responsibilities

Customer shall:
- Provide access to systems, personnel, and data as reasonably required
- Designate a project manager with decision-making authority
- Complete data migration and preparation tasks per the project plan
- Participate in user acceptance testing

5.4 Training

Vendor shall provide:

☐ Standard Training: [X] hours of online training included
☐ On-Site Training: [X] days at Customer's location (additional fee)
☐ Train-the-Trainer: Certification for Customer's internal trainers
☐ Documentation Only: Self-service learning via Documentation

5.5 Go-Live

Target go-live date: [DATE]. Go-live is contingent on successful Acceptance and completion of training.

6. SUPPORT AND MAINTENANCE

6.1 Support Services

During the Maintenance term, Vendor shall provide:
- Help desk support via [phone / email / portal]
- Bug fixes and Error corrections
- Security patches
- Updates and new releases

6.2 Support Hours

☐ Business Hours: Monday–Friday, 8 AM – 6 PM Mountain Time
☐ Extended Hours: Monday–Friday, 6 AM – 10 PM Mountain Time
☐ 24/7 Support: Available for Severity 1 issues

6.3 Response Times

6.4 Support Process

(a) Customer submits support requests via [portal / email / phone]
(b) Vendor assigns ticket number and acknowledges receipt
(c) Vendor classifies severity (Customer may propose, Vendor determines)
(d) Vendor provides updates at agreed intervals until resolution

6.5 Updates

(a) Patches: Bug fixes and security updates provided at no additional charge
(b) Minor Releases: Feature enhancements included in Maintenance
(c) Major Releases: New versions may be offered as optional upgrades

6.6 End of Life

Vendor shall provide at least [24] months' notice before discontinuing Support for any major version. Customer may continue using discontinued versions but without Support.

7. INTELLECTUAL PROPERTY

7.1 Ownership

Vendor retains all Intellectual Property Rights in:
- The Software and Source Code
- Documentation
- Updates, enhancements, and derivative works
- Vendor's trademarks and trade names

7.2 Customer Data

Customer retains all rights in data entered into or processed by the Software ("Customer Data"). Vendor acquires no rights to Customer Data except the limited right to process it to provide the Software.

7.3 Feedback

If Customer provides suggestions or feedback, Vendor may use such feedback without restriction and shall own any resulting improvements.

7.4 Source Code Escrow (Optional)

☐ Source Code Escrow Required: Vendor shall deposit Source Code with [ESCROW AGENT] per the terms of Schedule [X].

Release conditions:
- Vendor bankruptcy or insolvency
- Vendor cessation of business
- Vendor's material breach of Maintenance obligations

8. CONFIDENTIALITY

8.1 Obligations

Each Party shall:
- Protect Confidential Information using at least the same care as its own (not less than reasonable care)
- Use Confidential Information only for purposes of this Agreement
- Disclose only to employees and contractors with a need to know who are bound by confidentiality obligations

8.2 Trade Secrets

The Parties acknowledge that Confidential Information, particularly Source Code and algorithms, may constitute trade secrets under the Utah Uniform Trade Secrets Act (Utah Code § 13-24-1 et seq.). Such information shall be protected indefinitely.

8.3 Exclusions

Confidential Information does not include information that:
- Is or becomes publicly available without breach
- Was known to the receiving Party before disclosure
- Is independently developed without use of Confidential Information
- Is rightfully obtained from a third party without restriction

8.4 Required Disclosures

If legally compelled to disclose, the receiving Party shall provide prompt notice (where permitted) and cooperate with protective measures.

8.5 Survival

Confidentiality obligations survive termination for [5] years, except for trade secrets (indefinite).

9. DATA PROTECTION

9.1 Customer Data Handling

If the Software processes Personal Data:
- Vendor shall process data only as instructed by Customer
- Vendor shall implement appropriate security measures
- Vendor shall assist Customer with data subject requests
- The Data Processing Addendum in Schedule [X] shall apply

9.2 Data Security

Vendor shall maintain:
- Encryption of data in transit and at rest
- Access controls and authentication
- Regular security assessments
- Industry-standard security certifications (e.g., SOC 2)

9.3 Data Breach Notification

In the event of a security breach involving Customer Data, Vendor shall:
- Notify Customer within [48] hours of discovery
- Provide information about the nature and scope of the breach
- Cooperate with investigation and notification efforts
- Comply with Utah Data Breach Notification Law (Utah Code § 13-44-101 et seq.), which requires notification "without unreasonable delay" per Utah Code § 13-44-202

9.4 Utah Consumer Privacy Act Compliance

If Customer's use of the Software involves processing consumer personal data subject to the Utah Consumer Privacy Act (Utah Code § 13-61-101 et seq., "UCPA"):
- Vendor shall act as a "processor" under the UCPA
- Vendor shall assist Customer in meeting its obligations as a "controller"
- Vendor shall maintain appropriate technical and organizational measures
- The parties shall execute a data processing agreement as required by Utah Code § 13-61-302

9.5 Data Return/Deletion

Upon termination, Vendor shall:
- Return or export Customer Data in a standard format within [30] days
- Delete Customer Data within [90] days (except as required by law)
- Certify deletion upon request

10. REPRESENTATIONS AND WARRANTIES

10.1 Mutual Representations

Each Party represents and warrants that:
- It has full power and authority to enter into this Agreement
- Execution does not violate any other agreement
- It is duly organized and in good standing

10.2 Vendor Warranties

Vendor warrants that:

(a) Functionality: The Software will perform materially in accordance with the Documentation for [12] months from Acceptance ("Warranty Period").

(b) Non-Infringement: The Software does not infringe any third-party Intellectual Property Rights.

(c) No Malware: The Software does not contain viruses, malware, or malicious code introduced by Vendor.

(d) Title: Vendor has the right to grant the License.

(e) Compliance: The Software complies with applicable laws.

(f) Media: Physical media (if any) will be free from defects for [90] days.

10.3 Warranty Remedies

During the Warranty Period, if the Software fails to conform to warranties:
(a) Vendor shall use commercially reasonable efforts to correct the Error;
(b) If Vendor cannot correct within [30] days, Customer may terminate and receive a refund of License Fees paid.

10.4 Warranty Disclaimer

EXCEPT AS EXPRESSLY SET FORTH HEREIN, VENDOR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THIS DISCLAIMER IS CONSPICUOUS PURSUANT TO UTAH CODE § 70A-2-316.

Customer Initials: _______

11. INDEMNIFICATION

11.1 Vendor Indemnification

Vendor shall indemnify, defend, and hold harmless Customer from third-party claims alleging that Customer's permitted use of the Software:
(a) Infringes a valid U.S. patent, copyright, or trademark; or
(b) Misappropriates a trade secret.

Exclusions: Vendor has no obligation for claims arising from:
- Modifications by Customer
- Combination with non-Vendor products
- Use in violation of this Agreement
- Customer's specifications or instructions
- Use of a superseded version when a non-infringing version was available

Remedies: If an infringement claim occurs, Vendor may:
- Obtain the right for Customer to continue using the Software
- Modify the Software to be non-infringing
- Replace the Software with a functional equivalent
- Terminate and refund License Fees (depreciated if perpetual license)

11.2 Customer Indemnification

Customer shall indemnify Vendor from claims arising from:
- Customer Data
- Customer's use of the Software in violation of this Agreement
- Customer's combination of the Software with other products

11.3 Indemnification Procedures

The indemnified Party shall: (a) provide prompt notice; (b) grant sole control of defense and settlement; and (c) provide reasonable cooperation.

12. LIMITATION OF LIABILITY

12.1 Exclusion of Consequential Damages

EXCEPT FOR (A) BREACHES OF SECTION 8 (CONFIDENTIALITY), (B) INDEMNIFICATION OBLIGATIONS, (C) CUSTOMER'S PAYMENT OBLIGATIONS, AND (D) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT:

NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION, REGARDLESS OF THE THEORY OF LIABILITY.

12.2 Liability Cap

EXCEPT FOR THE CARVE-OUTS IN SECTION 12.1, EACH PARTY'S TOTAL AGGREGATE LIABILITY SHALL NOT EXCEED:

☐ License Fees Paid: The total License Fees paid by Customer under this Agreement
☐ 12-Month Fees: Fees paid during the 12-month period preceding the claim
☐ Fixed Amount: $[AMOUNT]

[// GUIDANCE: Select one option. For perpetual licenses, "License Fees Paid" is common. For subscriptions, "12-Month Fees" is typical.]

12.3 Essential Purpose

The Parties acknowledge that if the exclusive remedy fails of its essential purpose (Utah Code § 70A-2-719), Customer's remedy shall be limited to repair, replacement, or refund as set forth in Section 10.3.

13. TERM AND TERMINATION

13.1 Term

☐ Perpetual License: This Agreement continues indefinitely until terminated.
☐ Subscription: Initial term of [X] years, auto-renewing for successive [1]-year periods unless either Party provides [60] days' notice of non-renewal.

13.2 Termination for Cause

Either Party may terminate upon [30] days' written notice if the other Party:
- Materially breaches and fails to cure within the notice period
- Becomes insolvent or files for bankruptcy

13.3 Termination for Convenience

☐ Not permitted
☐ Customer may terminate upon [90] days' notice; no refund of prepaid Fees

13.4 Effect of Termination

Upon termination:
- Customer's License ceases (except for perpetual licenses terminated by Vendor without cause)
- Customer shall cease using the Software and delete all copies
- Customer shall pay all Fees due through termination
- Each Party shall return or destroy Confidential Information
- Vendor shall return Customer Data per Section 9.5

13.5 Survival

Sections 2, 7, 8, 10.4, 11, 12, 14, and 15 survive termination.

14. DISPUTE RESOLUTION

14.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Utah (including Utah Code Title 70A to the extent applicable), without regard to conflict of laws principles.

14.2 Venue

Exclusive venue shall be the state or federal courts located in Salt Lake County, Utah. Each Party consents to personal jurisdiction.

14.3 Escalation

Before initiating formal proceedings, the Parties shall attempt good-faith negotiation for at least [30] days.

14.4 Jury Waiver

TO THE FULLEST EXTENT PERMITTED BY UTAH LAW, EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT.

Party Initials: Vendor _______ Customer _______

14.5 Injunctive Relief

Either Party may seek injunctive relief to protect its Intellectual Property or Confidential Information without posting bond.

15. GENERAL PROVISIONS

15.1 Notices

All notices shall be in writing and delivered by personal delivery, overnight courier, certified mail, or email (with confirmation) to the addresses in Section 1.

15.2 Assignment

Neither Party may assign without the other's written consent, except to an Affiliate or successor in a merger or acquisition. Unauthorized assignments are void.

15.3 Independent Contractors

The Parties are independent contractors. Nothing creates employment, partnership, or agency.

15.4 Force Majeure

Neither Party is liable for delays due to events beyond its reasonable control, provided prompt notice is given.

15.5 Severability

If any provision is held invalid, the remaining provisions remain in force.

15.6 Waiver

No waiver is effective unless in writing.

15.7 Entire Agreement

This Agreement and its Order Forms and Schedules constitute the entire agreement.

15.8 Amendment

Amendments must be in writing signed by both Parties.

15.9 Electronic Signatures

This Agreement may be executed electronically pursuant to the Utah Uniform Electronic Transactions Act (Utah Code § 46-4-101 et seq.).

15.10 Export Compliance

Customer shall comply with all U.S. export laws and shall not export the Software to prohibited countries or persons.

15.11 Government End Users

If Customer is a U.S. government entity, the Software is "commercial computer software" per FAR 12.212 and DFARS 227.7202.

16. EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

WARRANTY DISCLAIMER ACKNOWLEDGMENT (Section 10.4):

| Customer Initials: _______ |

JURY WAIVER ACKNOWLEDGMENT (Section 14.4):

| Vendor Initials: _______ | Customer Initials: _______ |

ORDER FORM

Order Form #[NUMBER]

SCHEDULE A – SOFTWARE SPECIFICATIONS

Product Name: [NAME]

Version: [VERSION]

Modules Included:
- [MODULE 1]
- [MODULE 2]
- [MODULE 3]

System Requirements:
- Operating System: [REQUIREMENTS]
- Database: [REQUIREMENTS]
- Hardware: [REQUIREMENTS]
- Browser (if applicable): [REQUIREMENTS]

Integration Capabilities:
- [API/INTEGRATION DETAILS]

SCHEDULE B – IMPLEMENTATION PLAN

SCHEDULE C – DATA PROCESSING ADDENDUM

[// GUIDANCE: Attach DPA if processing Personal Data. Required under UCPA if processing consumer personal data.]

[INSERT DATA PROCESSING ADDENDUM]

END OF AGREEMENT