Ask a lawyer:
Write a software licensing agreement for John's Tech Company
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:
The Complete Guide to Drafting Software License Agreements ↗
Free Software Licence Agreement Template for Microsoft Word ↗
SOFTWARE LICENCE AND TECHNICAL SUPPORT AGREEMENT Sample Clauses ↗
Cross-border loan transactions from a South African perspective ↗
Kenya: Termination of franchise agreements for failure to uphold ... ↗
Withholding Tax Treatment of Payments for Software ITA TRA ... ↗
John owns a small software development company called Johns Tech ↗
How to Write a Business Contract: 15 Steps (with Pictures) ↗
Decoding Software Licensing: An In-Depth Look at Tech Giants ... ↗
INSIGHT: Common Legal Issues and Recent Decisions in Software ... ↗
Legal issues that companies should be aware of when using ... ↗
---
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]
---
Answered by mwakili.com