ENTERPRISE SOFTWARE LICENSE AGREEMENT

THIS ENTERPRISE SOFTWARE LICENSE AGREEMENT (this "Agreement") is made and entered into as of _________________________ (the "Effective Date"),

BY AND BETWEEN:

LICENSOR:
Company Name: ____________________________________________
Address: ________________________________________________
City, State, ZIP: _________________________________________
Email: __________________________________________________

AND

LICENSEE:
Company Name: ____________________________________________
Address: ________________________________________________
City, State, ZIP: _________________________________________
Email: __________________________________________________

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

RECITALS

WHEREAS, Licensor has developed and owns certain proprietary software and related documentation;

WHEREAS, Licensee desires to obtain a license to use such software for its internal business operations;

WHEREAS, Licensor is willing to grant such license subject to the terms and conditions set forth herein;

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

ARTICLE 1: DEFINITIONS

1.1 "Software" means the computer software program(s) identified in Exhibit A, including all object code, source code (if applicable), modules, components, and updates provided under this Agreement.

1.2 "Documentation" means all user manuals, technical manuals, training materials, specifications, and other written materials provided by Licensor relating to the Software.

1.3 "Authorized Users" means employees, contractors, and agents of Licensee who are authorized to access and use the Software under this Agreement.

1.4 "Confidential Information" means any non-public information disclosed by one Party to the other, including but not limited to trade secrets, source code, algorithms, customer data, and business strategies.

1.5 "Derivative Works" means any modification, enhancement, translation, adaptation, or other work based upon the Software.

1.6 "Error" means a reproducible defect in the Software that causes it to fail to perform substantially in accordance with the Documentation.

1.7 "Intellectual Property Rights" means all patents, copyrights, trademarks, trade secrets, and other intellectual property rights under the laws of any jurisdiction.

1.8 "License Fees" means the fees payable by Licensee for the license granted hereunder, as set forth in Exhibit B.

1.9 "License Metrics" means the measurement criteria for the license grant (e.g., users, seats, processors, servers), as specified in Exhibit A.

1.10 "Maintenance Services" means the support and maintenance services described in Exhibit C.

1.11 "Term" means the period during which this Agreement is in effect, as specified in Section 7.1.

1.12 "Third-Party Components" means any software or components incorporated into the Software that are owned by third parties.

ARTICLE 2: LICENSE GRANT

2.1 Grant of License. Subject to the terms and conditions of this Agreement and payment of all applicable License Fees, Licensor hereby grants to Licensee a:

☐ Perpetual License - Non-exclusive, non-transferable, perpetual license
☐ Subscription License - Non-exclusive, non-transferable license for the Term specified in Section 7.1
☐ Term License - Non-exclusive, non-transferable license for ___ year(s) from the Effective Date

to install and use the Software solely for Licensee's internal business operations in accordance with the License Metrics.

2.2 License Type. The license granted herein is:

☐ Named User License: Licensed for use by _____ specifically identified Authorized Users
☐ Concurrent User License: Licensed for simultaneous use by up to _____ Authorized Users
☐ Site License: Licensed for use at the following location(s): _____________________
☐ Enterprise License: Licensed for unlimited use by Licensee throughout its organization
☐ CPU/Core License: Licensed for use on _____ processors/cores
☐ Server License: Licensed for installation on _____ servers
☐ Other: _______________________________________________

2.3 Scope of Use. Licensee may:

(a) Install the Software on computer systems owned or controlled by Licensee;

(b) Make reasonable backup copies of the Software for archival purposes;

(c) Allow Authorized Users to access and use the Software;

(d) Use the Documentation in connection with the permitted use of the Software.

2.4 Restrictions. Licensee shall not, and shall not permit any third party to:

(a) Copy, modify, or create Derivative Works of the Software, except as expressly permitted;

(b) Reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code of the Software, except to the extent expressly permitted by applicable law;

(c) Sublicense, rent, lease, loan, distribute, or transfer the Software to any third party;

(d) Remove, alter, or obscure any proprietary notices, labels, or marks on the Software;

(e) Use the Software to provide services to third parties (including hosting, time-sharing, or service bureau arrangements) without Licensor's prior written consent;

(f) Use the Software in violation of any applicable law or regulation;

(g) Use the Software to develop a competing product or service;

(h) Exceed the License Metrics specified in Exhibit A;

(i) Disclose benchmark or performance test results without Licensor's prior written consent;

(j) Access the Software through automated means (bots, scrapers) except with Licensor's written permission.

2.5 Third-Party Components. The Software may contain Third-Party Components subject to separate license terms as identified in Exhibit D. Licensee agrees to comply with all such third-party license terms.

ARTICLE 3: DELIVERY AND INSTALLATION

3.1 Delivery. Licensor shall deliver the Software to Licensee by:

☐ Electronic download from: _________________________________
☐ Physical media shipped to Licensee's address
☐ Cloud-based access via: __________________________________
☐ Other: ________________________________________________

3.2 Installation.

☐ Licensee shall be responsible for installing the Software
☐ Licensor shall provide installation services as described in Exhibit E

3.3 Acceptance.

☐ The Software shall be deemed accepted upon delivery
☐ Licensee shall have _____ days to test the Software and notify Licensor of any material non-conformity with the Documentation. If no notice is provided, the Software shall be deemed accepted.

ARTICLE 4: FEES AND PAYMENT

4.1 License Fees. Licensee shall pay to Licensor the License Fees set forth in Exhibit B.

4.2 Payment Terms. Unless otherwise specified in Exhibit B:

(a) All fees are due within _____ days of invoice date;

(b) All fees are non-refundable except as expressly provided herein;

(c) License Fees for subscription/term licenses are due annually in advance.

4.3 Taxes. All fees are exclusive of taxes. Licensee shall pay all applicable sales, use, VAT, and other taxes, excluding taxes based on Licensor's net income.

4.4 Late Payment. Late payments shall accrue interest at the rate of _____ percent (___%) per month, or the maximum rate permitted by law, whichever is less.

4.5 Fee Increases. For subscription licenses, Licensor may increase License Fees upon renewal by providing _____ days' written notice prior to the renewal date. Fee increases shall not exceed _____% annually.

ARTICLE 5: MAINTENANCE AND SUPPORT

5.1 Maintenance Services. If Licensee purchases Maintenance Services:

(a) Licensor shall provide the Maintenance Services described in Exhibit C;

(b) Licensee shall pay the Maintenance Fees specified in Exhibit B;

(c) Maintenance Services shall be provided during the hours specified in Exhibit C.

5.2 Updates and Upgrades.

☐ Updates (bug fixes and minor enhancements) are included in Maintenance Services
☐ Upgrades (new major versions) require separate licensing fees
☐ All Updates and Upgrades are included in Maintenance Services

5.3 Service Levels. If applicable, the service level commitments are set forth in Exhibit C.

5.4 End of Life. Licensor shall provide Licensee with at least _____ months' written notice before discontinuing Maintenance Services for the Software. Licensor shall continue to provide Maintenance Services for at least _____ months after such notice.

ARTICLE 6: INTELLECTUAL PROPERTY

6.1 Ownership. Licensor retains all right, title, and interest in and to the Software, Documentation, and all Intellectual Property Rights therein. This Agreement does not transfer any ownership rights to Licensee.

6.2 Feedback. If Licensee provides suggestions, ideas, or feedback regarding the Software ("Feedback"), Licensee hereby grants Licensor a perpetual, irrevocable, royalty-free license to use such Feedback for any purpose.

6.3 Licensee Data. As between the Parties, Licensee retains all right, title, and interest in and to any data processed by or stored in the Software ("Licensee Data").

6.4 Compliance with Copyright Law. This Agreement is intended to comply with the requirements of 17 U.S.C. Section 117, which permits the owner of a copy of a computer program to make copies as an essential step in utilization or for archival purposes.

ARTICLE 7: TERM AND TERMINATION

7.1 Term.

☐ Perpetual: This Agreement shall continue in effect indefinitely unless terminated as provided herein.

☐ Initial Term: This Agreement shall commence on the Effective Date and continue for _____ year(s) (the "Initial Term").

☐ Renewal: After the Initial Term, this Agreement shall automatically renew for successive _____ year periods unless either Party provides written notice of non-renewal at least _____ days prior to the end of the then-current term.

7.2 Termination for Cause. Either Party may terminate this Agreement immediately upon written notice if:

(a) The other Party materially breaches this Agreement and fails to cure such breach within _____ days after receiving written notice thereof;

(b) The other Party becomes insolvent, files for bankruptcy, or has a receiver appointed for its assets.

7.3 Termination for Convenience.

☐ Either Party may terminate this Agreement for any reason upon _____ days' written notice.
☐ Licensee may terminate this Agreement for convenience upon _____ days' written notice, subject to payment of any minimum commitment fees.
☐ This Agreement may not be terminated for convenience.

7.4 Effect of Termination. Upon termination or expiration:

(a) All licenses granted hereunder shall immediately terminate;

(b) Licensee shall immediately cease all use of the Software and Documentation;

(c) Licensee shall return or destroy all copies of the Software, Documentation, and Confidential Information within _____ days;

(d) Licensee shall certify in writing its compliance with the foregoing;

(e) All accrued payment obligations shall survive termination.

7.5 Survival. The following provisions shall survive termination: Sections 1, 6, 7.4, 7.5, 8, 9, 10, 11, and 12.

ARTICLE 8: WARRANTIES

8.1 Software Warranty. Licensor warrants that for a period of _____ days from delivery (the "Warranty Period"), the Software will perform substantially in accordance with the Documentation when used in the supported environment.

8.2 Remedy. Licensee's sole and exclusive remedy for breach of the foregoing warranty shall be:

(a) Licensor's use of commercially reasonable efforts to correct any Error reported during the Warranty Period; or

(b) If Licensor is unable to correct the Error within a reasonable time, termination of this Agreement and refund of the License Fees paid.

8.3 Warranty Exclusions. The warranty does not apply to:

(a) Software that has been modified by anyone other than Licensor;

(b) Errors caused by Licensee's misuse, negligence, or failure to follow Documentation;

(c) Errors caused by hardware or software not provided by Licensor;

(d) Free, beta, or evaluation versions of the Software.

8.4 DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES IN SECTION 8.1, THE SOFTWARE IS PROVIDED "AS IS." LICENSOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

ARTICLE 9: LIMITATION OF LIABILITY

9.1 LIMITATION ON DAMAGES. EXCEPT FOR (A) BREACHES OF SECTIONS 2.4 OR 10, (B) LICENSEE'S PAYMENT OBLIGATIONS, OR (C) INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, DATA, OR USE, ARISING OUT OF OR RELATED TO THIS AGREEMENT.

9.2 LIABILITY CAP. EXCEPT FOR (A) BREACHES OF SECTIONS 2.4 OR 10, (B) LICENSEE'S PAYMENT OBLIGATIONS, OR (C) INDEMNIFICATION OBLIGATIONS, EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED:

☐ The total License Fees paid by Licensee in the _____ months preceding the claim
☐ $_______________
☐ The total License Fees paid under this Agreement

ARTICLE 10: CONFIDENTIALITY

10.1 Obligations. Each Party shall:

(a) Maintain the confidentiality of the other Party's Confidential Information using at least the same degree of care used to protect its own confidential information;

(b) Not disclose Confidential Information to any third party without prior written consent;

(c) Use Confidential Information only for purposes of this Agreement;

(d) Limit access to Confidential Information to personnel with a need to know.

10.2 Exceptions. Confidential Information does not include information that:

(a) Is or becomes publicly available through no fault of the receiving Party;

(b) Was rightfully in the receiving Party's possession prior to disclosure;

(c) Is independently developed without use of Confidential Information;

(d) Is rightfully obtained from a third party without restriction.

10.3 Required Disclosure. A Party may disclose Confidential Information if required by law, provided the disclosing Party gives prompt notice and cooperates with efforts to obtain protective treatment.

10.4 Source Code Protection. The source code of the Software is Licensor's trade secret and Confidential Information entitled to the highest level of protection.

ARTICLE 11: INDEMNIFICATION

11.1 By Licensor. Licensor shall defend, indemnify, and hold harmless Licensee from any third-party claim that the Software infringes any patent, copyright, or trademark, or misappropriates any trade secret, provided that Licensee:

(a) Promptly notifies Licensor of the claim;

(b) Gives Licensor sole control of the defense and settlement;

(c) Provides reasonable cooperation.

11.2 Remedies. If the Software is held to infringe, Licensor may, at its option:

(a) Obtain the right for Licensee to continue using the Software;

(b) Replace or modify the Software to be non-infringing; or

(c) If neither (a) nor (b) is commercially practicable, terminate this Agreement and refund License Fees paid for the infringing Software.

11.3 Exclusions. Licensor shall have no liability for claims arising from:

(a) Modifications to the Software not made by Licensor;

(b) Combination of the Software with other products not provided by Licensor;

(c) Use of the Software other than as permitted under this Agreement;

(d) Licensee's continued use after notice to discontinue.

11.4 By Licensee. Licensee shall defend, indemnify, and hold harmless Licensor from any claim arising from:

(a) Licensee's use of the Software in violation of this Agreement;

(b) Licensee Data;

(c) Licensee's negligence or willful misconduct.

ARTICLE 12: GENERAL PROVISIONS

12.1 Governing Law. This Agreement shall be governed by the laws of the State of __________________, without regard to conflict of laws principles.

12.2 Dispute Resolution.

☐ Arbitration: Disputes shall be resolved by binding arbitration under the rules of __________________ in __________________ [city, state].

☐ Litigation: Disputes shall be brought exclusively in the courts of __________________ [county, state].

12.3 Export Compliance. Licensee acknowledges that the Software may be subject to U.S. export control laws and regulations. Licensee shall not export, re-export, or transfer the Software in violation of such laws.

12.4 Government Rights. If Licensee is a U.S. Government agency, the Software is "commercial computer software" and the Documentation is "commercial computer software documentation" under FAR 12.212 and DFARS 227.7202, and use is governed by this Agreement.

12.5 Assignment. Licensee may not assign this Agreement without Licensor's prior written consent, except in connection with a merger or sale of substantially all assets. Licensor may freely assign this Agreement.

12.6 Notices. All notices shall be in writing and sent to the addresses set forth above.

12.7 Entire Agreement. This Agreement, including all Exhibits, constitutes the entire agreement between the Parties and supersedes all prior agreements.

12.8 Amendment. This Agreement may only be amended by written instrument signed by both Parties.

12.9 Waiver. No waiver shall be effective unless in writing.

12.10 Severability. If any provision is held invalid, the remaining provisions shall continue in effect.

12.11 Audit Rights. Licensor may audit Licensee's use of the Software upon _____ days' notice, no more than once per year. If an audit reveals underpayment of more than ____%, Licensee shall pay the underpayment plus audit costs.

12.12 Counterparts. This Agreement may be executed in counterparts.

SIGNATURES

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

LICENSOR:

Signature: _________________________________

Printed Name: _____________________________

Title: ____________________________________

Date: ____________________________________

LICENSEE:

Signature: _________________________________

Printed Name: _____________________________

Title: ____________________________________

Date: ____________________________________

EXHIBIT A: SOFTWARE AND LICENSE METRICS

Software Description:

License Metrics:

Supported Environments:

EXHIBIT B: FEES AND PAYMENT SCHEDULE

License Fees:

Payment Schedule:

EXHIBIT C: MAINTENANCE AND SUPPORT SERVICES

Support Hours: _________________________________________

Response Times:

Support Channels:

☐ Email: ________________
☐ Phone: ________________
☐ Portal: ________________

EXHIBIT D: THIRD-PARTY COMPONENTS

EXHIBIT E: IMPLEMENTATION SERVICES (IF APPLICABLE)

NOTICE: This template is provided for informational purposes only and does not constitute legal advice. Software licensing involves complex legal and technical considerations. Consult with a qualified attorney before using this agreement.