Software licence agreement template (US)

Software License Agreement

This Software License Agreement is made on Effective Date between Licensor Name, a Licensor Entity Type and State, at Licensor Address ("Licensor"), and Licensee Name, at Licensee Address ("Licensee").

1. Software

"Software" means Software Name and Version, in object code form, with its documentation and any updates Licensor provides under this Agreement.

2. License Grant

Licensor grants Licensee a non-exclusive, non-transferable license to install and use the Software for Licensee's internal business purposes during the term, for up to Number of Users or Devices Users or Devices, at Permitted Locations or Anywhere.

3. Restrictions

Licensee will not: copy the Software except for backup; sell, rent, sublicense or share it; reverse engineer, decompile or disassemble it, except to the extent the law expressly allows despite this limit; remove proprietary notices; or use it to build a competing product.

4. Ownership

Licensor and its licensors own the Software and all intellectual property in it. This is a license, not a sale. All rights not expressly granted are reserved.

5. Fees

Licensee will pay $License Fee per Fee Period, and Support Fee or Included for support. Fees are due within Payment Days days of invoice and do not include sales or use taxes, which Licensee will pay where they apply.

6. Support and Updates

Licensor will provide support by Support Channels during Support Hours, and will make available the updates it releases generally to customers.

7. Data

Licensee owns its data. If the Software sends any data to Licensor, Licensor will use it only to provide and improve the Software and support, will protect it with reasonable security, and will comply with applicable privacy laws.

8. Warranty

Licensor warrants that for Warranty Days days from delivery the Software will substantially conform to its documentation. Licensee's sole remedy for breach of this warranty is repair, replacement or a refund of the fees paid for the nonconforming Software. EXCEPT AS STATED HERE, THE SOFTWARE IS PROVIDED "AS IS," AND LICENSOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TO THE EXTENT THE LAW ALLOWS.

9. Infringement

Licensor will defend Licensee against a third-party claim that the Software infringes a U.S. patent, copyright or trademark, and pay any final award, if Licensee notifies Licensor promptly and lets Licensor control the defense.

10. Limitation of Liability

TO THE EXTENT THE LAW ALLOWS, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, AND EACH PARTY'S TOTAL LIABILITY IS LIMITED TO THE FEES PAID IN THE Liability Months MONTHS BEFORE THE CLAIM. This does not limit Licensee's payment duties, either party's indemnity duties, or liability for breach of Section 3.

11. Term and Termination

This Agreement runs from the date above for Initial Term and renews for like periods unless either party gives Non-Renewal Notice Days days' notice. Either party may end it for a material breach not cured within 30 days of notice. On termination, Licensee will stop using and delete the Software.

General Terms

Governing law. This Agreement is governed by the laws of the State of Governing State, without regard to its conflict of laws rules. Any lawsuit will be brought in the state or federal courts located in Venue County and State.

Entire agreement. This Agreement is the parties' complete agreement on its subject and replaces all earlier discussions. It may be changed only in a writing signed by both parties.

Severability. If a court finds any part of this Agreement unenforceable, that part will be enforced to the extent the law allows, and the rest stays in effect.

Assignment. Neither party may assign this Agreement without the other's written consent, except to a successor to its whole business.

Notices. Notices must be in writing and sent to the addresses above by personal delivery, certified mail or a nationally recognized courier.

Counterparts and e-signatures. This Agreement may be signed in counterparts and by electronic signature, which has the same effect as an original.

| Licensor | Licensee |

| --- | --- |

| Signature: Licensor Signature | Signature: Licensee Signature |

| Name: Licensor Printed Name | Name: Licensee Printed Name |

| Date: Licensor Signing Date | Date: Licensee Signing Date |