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Write a software licensing agreement for John's Tech Company
Software Licensing Agreement for John's Tech Company
Table of Contents
Introduction
Definitions
Grant of License
Restrictions
Intellectual Property Rights
Payment Terms
Support and Maintenance
Confidentiality
Warranties and Disclaimers
Limitation of Liability
Term and Termination
Governing Law and Dispute Resolution
Miscellaneous Provisions
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 ↗
Software License Agreement Template | Free Download - PandaDoc ↗
Answered by mwakili.com