## Software Licensing Agreement

This Software Licensing Agreement ("Agreement") is made and entered into as of [Date] by and between John's Tech Company, a [State] [Type of Entity], with its principal place of business at [Address] ("Licensor"), and [Licensee Name], a [State] [Type of Entity], with its principal place of business at [Address] ("Licensee").

**1. Definitions**

1.1 "Software" means the software program(s) identified in Schedule A, including all related documentation, updates, and upgrades provided by Licensor.

1.2 "License" means the non-exclusive, non-transferable right granted to Licensee to use the Software in accordance with the terms and conditions of this Agreement.

1.3 "Documentation" means the user manuals, technical specifications, and other written materials provided by Licensor in connection with the Software.

1.4 "Third-Party Software" means any software that is not developed by Licensor and is incorporated into the Software.

**2. Grant of License**

2.1 Licensor hereby grants to Licensee a non-exclusive, non-transferable license to use the Software for the purpose of [Purpose of Use] on the following terms and conditions:

2.2 Licensee may use the Software on [Number] computers or devices.

2.3 Licensee may not:

* Modify, reverse engineer, decompile, disassemble, or create derivative works of the Software.
* Distribute, sublicense, or otherwise transfer the Software to any third party.
* Use the Software for any illegal or unauthorized purpose.
* Remove or alter any copyright notices or other proprietary markings on the Software.

**3. License Fees and Payment**

3.1 Licensee shall pay to Licensor a license fee of [Amount] for the Software.

3.2 Payment shall be made within [Number] days of the date of this Agreement.

**4. Support and Maintenance**

4.1 Licensor shall provide to Licensee [Level of Support] support and maintenance for the Software.

4.2 Support and maintenance shall be provided during the term of this Agreement.

**5. Intellectual Property Rights**

5.1 Licensor retains all right, title, and interest in and to the Software, including all intellectual property rights therein.

5.2 Licensee acknowledges that the Software is protected by copyright laws and other intellectual property laws.

**6. Termination**

6.1 This Agreement may be terminated by either party upon [Number] days' written notice to the other party.

6.2 This Agreement shall automatically terminate upon the occurrence of any of the following events:

* Licensee's breach of any material provision of this Agreement.
* Licensee's insolvency or bankruptcy.

**7. Limitation of Liability**

7.1 Licensor shall not be liable for any damages arising out of or in connection with the use of the Software, including, without limitation, any direct, indirect, incidental, consequential, or punitive damages.

7.2 Licensor's total liability to Licensee under this Agreement shall not exceed the amount of the license fee paid by Licensee.

**8. Disclaimer of Warranties**

8.1 THE SOFTWARE IS PROVIDED "AS IS" AND LICENSOR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

8.2 LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL BE ERROR-FREE OR THAT IT WILL MEET LICENSEE'S REQUIREMENTS.

**9. Governing Law**

9.1 This Agreement shall be governed by and construed in accordance with the laws of the Republic of Kenya.

**10. Dispute Resolution**

10.1 Any dispute arising out of or in connection with this Agreement shall be settled by arbitration in accordance with the Arbitration Act, 1995.

**11. Entire Agreement**

11.1 This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.

**12. Severability**

12.1 If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck from this Agreement and the remaining provisions shall remain in full force and effect.

**13. Notices**

13.1 All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified or registered mail, return receipt requested, or sent by overnight courier service, addressed as follows:

If to Licensor:

[Licensor Name]
[Address]

If to Licensee:

[Licensee Name]
[Address]

**14. Waiver**

14.1 No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom such waiver is sought.

**15. Binding Effect**

15.1 This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

**IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.**

**Licensor:**

[Licensor Name]

By: [Signature]

Name: [Printed Name]

Title: [Title]

**Licensee:**

[Licensee Name]

By: [Signature]

Name: [Printed Name]

Title: [Title]

**Schedule A**

**Software**

[List of Software Programs]

**Exhibit A**

**Documentation**

[List of Documentation]

### ---

## Case Laws

### Relevant Case Laws

There are no relevant case laws for this query.

### ---

## TLDR

This Software Licensing Agreement outlines the terms and conditions for the use of the Software by Licensee. It covers the grant of license, license fees, support and maintenance, intellectual property rights, termination, limitation of liability, disclaimer of warranties, governing law, dispute resolution, entire agreement, severability, notices, waiver, and binding effect.

## Conclusion

This Software Licensing Agreement is a legally binding document that outlines the terms and conditions for the use of the Software by Licensee. It is important for both parties to carefully review and understand the terms of this Agreement before signing it.

**Sources:**

- [Kenya Law](https://www.kenyalaw.org/)
- [Arbitration Act, 1995](https://www.kenyalaw.org/kl/act/1995/arbitration-act-1995)
- [Software Licensing Agreement Template](https://www.pandadoc.com/software-license-agreement-template/)
- [Technology Licensing Agreement Template](https://www.larksuite.com/en_us/templates/technology-licensing-agreement-template/)
- [Free Software License Agreement Examples & Templates](https://americantemplates.com/software-license-agreement-templates/)
- [The Complete Guide to Drafting Software License Agreements](https://contractninja.io/software-license/)
- [International software license agreements templates](https://www.globalnegotiator.com/blog_en/international-software-license-agreement/)
- [Free Software Licence Agreement Template for Microsoft Word](https://www.simuldocs.com/templates/software-licence-agreement)
- [Software Licensing Agreements : 10 Key Terms](https://www.mcinnescooper.com/publications/10-key-terms-to-make-clear-in-every-software-licensing-agreement/)
- [Software Development and License Agreement Template](https://www.business-in-a-box.com/template/software-development-and-license-agreement-D801/)
- [Software License Agreement (Pro-Licensor, Long Form)](https://uk.practicallaw.thomsonreuters.com/7-505-1335?contextData=(sc.Default))
- [SOFTWARE LICENCE AND TECHNICAL SUPPORT AGREEMENT Sample Clauses](https://www.lawinsider.com/clause/software-licence-and-technical-support-agreement)
- [Software license](https://en.wikipedia.org/wiki/Software_license)
- [Proprietary software](https://en.wikipedia.org/wiki/Proprietary_software)
- [Source code escrow](https://en.wikipedia.org/wiki/Source_code_escrow)
- [Intellectual Property and Consumer Protection In Kenya](https://bowmanslaw.com/insights/intellectual-property-and-consumer-protection-in-kenya/)
- [Cross-border loan transactions from a South African perspective](https://bowmanslaw.com/insights/cross-border-loan-transactions-from-a-south-african-perspective/)
- [Kenya: Termination of franchise agreements for failure to uphold ...](https://bowmanslaw.com/insights/kenya-termination-of-franchise-agreements-for-failure-to-uphold-operational-standards-permitted/)
- [End-user license agreement](https://en.wikipedia.org/wiki/End-user_license_agreement)
- [Business Daily](https://www.businessdailyafrica.com/bd)
- [Shrinkwrap (contract law)](https://en.wikipedia.org/wiki/Shrinkwrap_(contract_law))
- [Withholding Tax Treatment of Payments for Software ITA TRA ...](https://bowmanslaw.com/wp-content/uploads/2022/05/Withholding-Tax-Treatment-of-Payments-for-Software.pdf)
- [John owns a small software development company called Johns Tech](https://www.studocu.com/en-za/messages/question/5998800/john-owns-a-small-software-development-company-called-johns-tech-solutions-he-is-looking-to-hire-a)
- [Data License Agreement: Definition & Sample](https://www.contractscounsel.com/t/us/data-license-agreement)
- [How to Write a Legal Contract (with Pictures)](https://www.wikihow.com/Write-a-Legal-Contract)
- [How to Write a Business Contract: 15 Steps (with Pictures)](https://www.wikihow.com/Write-a-Business-Contract)
- [ST. JOHN AMBULANCE OF KENYA ACT](http://www.kenyalaw.org:8181/exist/rest//db/kenyalex/Kenya/Legislation/English/Acts%20and%20Regulations/S/St.%20John%20Ambulance%20of%20Kenya%20Incorporation%20Act%20Cap.%20259%20-%20No.%2020%20of%201979/docs/St.JohnAmbulanceofKenyaIncorporationAct20of1979.pdf)
- [Open source license litigation](https://en.wikipedia.org/wiki/Open_source_license_litigation)
- [Decoding Software Licensing: An In-Depth Look at Tech Giants ...](https://www.linkedin.com/pulse/decoding-software-licensing-in-depth-look-tech-giants-kataria-tmajf)
- [INSIGHT: Common Legal Issues and Recent Decisions in Software ...](https://news.bloomberglaw.com/tech-and-telecom-law/insight-common-legal-issues-and-recent-decisions-in-software-development-and-implementation-disputes)
- [Legal issues that companies should be aware of when using ...](https://www.lexology.com/library/detail.aspx?g=552145e2-c397-46aa-9972-12a9258a83b9)

### ---

## Sample Software Licensing Agreement

### ---

This Software Licensing Agreement ("Agreement") is made and entered into as of [Date] by and between John's Tech Company, a [State] [Type of Entity], with its principal place of business at [Address] ("Licensor"), and [Licensee Name], a [State] [Type of Entity], with its principal place of business at [Address] ("Licensee").

**1. Definitions**

1.1 "Software" means the software program(s) identified in Schedule A, including all related documentation, updates, and upgrades provided by Licensor.

1.2 "License" means the non-exclusive, non-transferable right granted to Licensee to use the Software in accordance with the terms and conditions of this Agreement.

1.3 "Documentation" means the user manuals, technical specifications, and other written materials provided by Licensor in connection with the Software.

1.4 "Third-Party Software" means any software that is not developed by Licensor and is incorporated into the Software.

**2. Grant of License**

2.1 Licensor hereby grants to Licensee a non-exclusive, non-transferable license to use the Software for the purpose of [Purpose of Use] on the following terms and conditions:

2.2 Licensee may use the Software on [Number] computers or devices.

2.3 Licensee may not:

* Modify, reverse engineer, decompile, disassemble, or create derivative works of the Software.
* Distribute, sublicense, or otherwise transfer the Software to any third party.
* Use the Software for any illegal or unauthorized purpose.
* Remove or alter any copyright notices or other proprietary markings on the Software.

**3. License Fees and Payment**

3.1 Licensee shall pay to Licensor a license fee of [Amount] for the Software.

3.2 Payment shall be made within [Number] days of the date of this Agreement.

**4. Support and Maintenance**

4.1 Licensor shall provide to Licensee [Level of Support] support and maintenance for the Software.

4.2 Support and maintenance shall be provided during the term of this Agreement.

**5. Intellectual Property Rights**

5.1 Licensor retains all right, title, and interest in and to the Software, including all intellectual property rights therein.

5.2 Licensee acknowledges that the Software is protected by copyright laws and other intellectual property laws.

**6. Termination**

6.1 This Agreement may be terminated by either party upon [Number] days' written notice to the other party.

6.2 This Agreement shall automatically terminate upon the occurrence of any of the following events:

* Licensee's breach of any material provision of this Agreement.
* Licensee's insolvency or bankruptcy.

**7. Limitation of Liability**

7.1 Licensor shall not be liable for any damages arising out of or in connection with the use of the Software, including, without limitation, any direct, indirect, incidental, consequential, or punitive damages.

7.2 Licensor's total liability to Licensee under this Agreement shall not exceed the amount of the license fee paid by Licensee.

**8. Disclaimer of Warranties**

8.1 THE SOFTWARE IS PROVIDED "AS IS" AND LICENSOR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

8.2 LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL BE ERROR-FREE OR THAT IT WILL MEET LICENSEE'S REQUIREMENTS.

**9. Governing Law**

9.1 This Agreement shall be governed by and construed in accordance with the laws of the Republic of Kenya.

**10. Dispute Resolution**

10.1 Any dispute arising out of or in connection with this Agreement shall be settled by arbitration in accordance with the Arbitration Act, 1995.

**11. Entire Agreement**

11.1 This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.

**12. Severability**

12.1 If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck from this Agreement and the remaining provisions shall remain in full force and effect.

**13. Notices**

13.1 All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified or registered mail, return receipt requested, or sent by overnight courier service, addressed as follows:

If to Licensor:

[Licensor Name]
[Address]

If to Licensee:

[Licensee Name]
[Address]

**14. Waiver**

14.1 No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom such waiver is sought.

**15. Binding Effect**

15.1 This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

**IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.**

**Licensor:**

[Licensor Name]

By: [Signature]

Name: [Printed Name]

Title: [Title]

**Licensee:**

[Licensee Name]

By: [Signature]

Name: [Printed Name]

Title: [Title]

**Schedule A**

**Software**

[List of Software Programs]

**Exhibit A**

**Documentation**

[List of Documentation]

### ---


## Software Licensing Agreement for John's Tech Company

---

### Table of Contents

1. Introduction
2. Definitions
3. Grant of License
4. Restrictions
5. Intellectual Property Rights
6. Payment Terms
7. Support and Maintenance
8. Confidentiality
9. Warranties and Disclaimers
10. Limitation of Liability
11. Term and Termination
12. Governing Law and Dispute Resolution
13. Miscellaneous Provisions
14. Signatures

---

### 1. Introduction

This Software Licensing Agreement ("Agreement") is made and entered into as of [Effective Date], by and between John's Tech Company, a company incorporated under the laws of the Republic of Kenya, with its principal place of business at [Company Address] ("Licensor"), and [Licensee Name], with its principal place of business at [Licensee Address] ("Licensee").

### 2. Definitions

- **"Software"**: Refers to the proprietary software developed by the Licensor, including any updates, upgrades, patches, and related documentation.
- **"License"**: The rights granted to the Licensee to use the Software under the terms and conditions specified in this Agreement.
- **"Confidential Information"**: Any non-public information disclosed by one party to the other, either directly or indirectly, in writing, orally, or by inspection of tangible objects.

### 3. Grant of License

Subject to the terms and conditions of this Agreement, the Licensor hereby grants the Licensee a non-exclusive, non-transferable, and revocable license to use the Software solely for [specific purpose or business operations] within the territory of [Territory].

### 4. Restrictions

The Licensee shall not:

- Copy, modify, or create derivative works of the Software.
- Reverse engineer, decompile, or disassemble the Software.
- Distribute, sublicense, lease, rent, or lend the Software to any third party.
- Use the Software in any manner that violates applicable laws or regulations.

### 5. Intellectual Property Rights

The Licensee acknowledges that the Software and all related intellectual property rights are the exclusive property of the Licensor. This Agreement does not transfer any ownership rights in the Software to the Licensee.

### 6. Payment Terms

In consideration for the License granted under this Agreement, the Licensee shall pay the Licensor a license fee of [License Fee Amount] in accordance with the payment schedule set forth in Exhibit A attached hereto.

### 7. Support and Maintenance

The Licensor shall provide the Licensee with support and maintenance services for the Software as described in Exhibit B attached hereto. Any additional support or maintenance services requested by the Licensee shall be subject to additional fees.

### 8. Confidentiality

- **Obligations**: Each party agrees to maintain the confidentiality of the other party's Confidential Information and to use such information only for the purposes of this Agreement.
- **Exclusions**: Confidential Information does not include information that is publicly known, already known to the receiving party, or independently developed by the receiving party without use of the disclosing party's Confidential Information.

### 9. Warranties and Disclaimers

- **Warranties**: The Licensor warrants that the Software will perform substantially in accordance with the documentation provided. This warranty is valid for a period of [Warranty Period] from the Effective Date.
- **Disclaimers**: Except as expressly provided in this Agreement, the Software is provided "as is" without any warranties of any kind, either express or implied, including but not limited to implied warranties of merchantability and fitness for a particular purpose.

### 10. Limitation of Liability

In no event shall the Licensor be liable for any indirect, incidental, special, or consequential damages arising out of or in connection with this Agreement, even if the Licensor has been advised of the possibility of such damages. The Licensor's total liability under this Agreement shall not exceed the amount paid by the Licensee for the License.

### 11. Term and Termination

- **Term**: This Agreement shall commence on the Effective Date and continue for a period of [Initial Term] unless terminated earlier in accordance with this Agreement.
- **Termination for Cause**: Either party may terminate this Agreement for cause if the other party breaches any material term of this Agreement and fails to cure such breach within [Cure Period] days after receiving written notice of the breach.
- **Effect of Termination**: Upon termination of this Agreement, the Licensee shall immediately cease all use of the Software and return or destroy all copies of the Software in its possession.

### 12. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the Republic of Kenya. Any disputes arising out of or in connection with this Agreement shall be resolved through arbitration in Nairobi, Kenya, in accordance with the rules of the Chartered Institute of Arbitrators, Kenya Branch.

### 13. Miscellaneous Provisions

- **Entire Agreement**: This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter of this Agreement.
- **Amendments**: Any amendments to this Agreement must be in writing and signed by both parties.
- **Severability**: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
- **Waiver**: No waiver of any breach of this Agreement shall be deemed a waiver of any subsequent breach.

### 14. Signatures

IN WITNESS WHEREOF, the parties hereto have executed this Software Licensing Agreement as of the Effective Date.

---

**John's Tech Company**

By: ___________________________

Name: [Name of Authorized Signatory]

Title: [Title]

Date: [Date]

---

**[Licensee Name]**

By: ___________________________

Name: [Name of Authorized Signatory]

Title: [Title]

Date: [Date]

---

### Exhibits

#### Exhibit A: Payment Schedule

- [Detail the payment schedule, including amounts and due dates]

#### Exhibit B: Support and Maintenance Services

- [Detail the support and maintenance services to be provided, including response times and service levels]

---

### TLDR

This document is a comprehensive Software Licensing Agreement for John's Tech Company, detailing the terms and conditions under which the Licensee can use the Software, including restrictions, payment terms, support, confidentiality, warranties, and dispute resolution.

### Conclusion

This Software Licensing Agreement ensures that both parties understand their rights and obligations regarding the use of the Software. It provides a clear framework for the relationship between John's Tech Company and the Licensee, protecting the interests of both parties and ensuring compliance with Kenyan law.

---

Sources:
- [The Complete Guide to Drafting Software License Agreements](https://contractninja.io/software-license/)
- [Key Clauses To Include In A Software Licensing Agreement](https://cmadvocates.com/blog/key-clauses-to-include-an-a-software-licensing-agreement)
- [Software License Agreement Template | Free Download - PandaDoc](https://www.pandadoc.com/software-license-agreement-template/)
- [Software Licensing Agreements | Legly](https://www.legly.io/software-licensing-agreement)
- [Key Clauses to Include in A Software Licensing Agreement](https://bdps.co.ke/key-clauses-to-include-an-a-software-licensing-agreement/)
- [The Basics Of Software License Agreements | LegalNature](https://www.legalnature.com/guides/the-basics-of-software-license-agreements)

Write a software licensing agreement for John's Tech Company

Ask a lawyer: Write a software licensing agreement for John's Tech Company

Ask a lawyer:
Write a software licensing agreement for John's Tech Company