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A cross-border agreement under which a Licensor grants a Licensee a defined right to use software, with provisions on fees, support, intellectual property, confidentiality, data protection, compliance, liability, termination and dispute resolution.
International / Cross-Border
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This agreement is dated the date on which it is signed by the last of the parties (the "Agreement Date").
This agreement is made between [TO BE CONFIRMED — Licensor] (the "Licensor") and [TO BE CONFIRMED — Licensee] (the "Licensee").
"Licensed Software" means [TO BE CONFIRMED — Licensed Software].
"Documentation" means [TO BE CONFIRMED — Documentation].
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"Authorised Users" means [TO BE CONFIRMED — Authorised Users].
"Territory" means [TO BE CONFIRMED — Territory].
"Delivery Model" means [TO BE CONFIRMED — Delivery Model].
"Licence Metric" means [TO BE CONFIRMED — Licence Metric].
"Licence Fee" means [TO BE CONFIRMED — Licence Fee].
"Fee Currency" means [TO BE CONFIRMED — Fee Currency].
"Payment Terms" means 30 days after receipt of a valid invoice.
"Initial Term" means [TO BE CONFIRMED — Initial Term].
"Renewal Term" means successive 12-month periods.
"Non-renewal Notice Period" means 30 days.
"Support Services" means [TO BE CONFIRMED — Support Services].
"Service Levels" means [TO BE CONFIRMED — Service Levels].
"Target Uptime" means [TO BE CONFIRMED — Target Uptime].
"Target Response Time" means [TO BE CONFIRMED — Target Response Time].
"Support Channel" means [TO BE CONFIRMED — Support Channel].
"Uptime Credit" means [TO BE CONFIRMED — Uptime Credit].
"Response Time Credit" means [TO BE CONFIRMED — Response Time Credit].
"Service Credit Claim Period" means 7 days.
"Scheduled Downtime" means [TO BE CONFIRMED — Scheduled Downtime].
"Customer Data" means [TO BE CONFIRMED — Customer Data].
"Governing Law" means [TO BE CONFIRMED — Governing Law].
"Dispute Forum" means [TO BE CONFIRMED — Dispute Forum].
"Arbitration Seat" means [TO BE CONFIRMED — Arbitration Seat].
"Arbitration Rules" means [TO BE CONFIRMED — Arbitration Rules].
"Data Processing Terms" means [TO BE CONFIRMED — Data Processing Terms].
Subject to the Licensee paying the Licence Fee and complying with this agreement, the Licensor grants the Licensee a non-exclusive, non-transferable, non-sublicensable right during the Term to permit the Authorised Users in the Territory to access and use the Licensed Software and Documentation solely for the Purpose and within the Licence Metric.
If Authorised Users create an account in connection with use of the Licensed Software, the Licensee is responsible for all actions on Authorised Users' accounts and for all Authorised Users' compliance with this agreement. The Licensee and Authorised Users must protect the confidentiality of their passwords and login credentials. The Licensee will promptly notify the Licensor if it suspects or knows of fraudulent activity with its accounts, passwords or credentials, or if they become compromised.
The Licensor will make the Licensed Software and Documentation available using the Delivery Model. The Licensee is responsible for obtaining and maintaining the equipment, connectivity, systems and permissions needed for its use, except to the extent this agreement expressly states otherwise.
Except to the extent permitted by mandatory law, the Licensee must not, and must not allow any person to, copy the Licensed Software except for permitted back-up or operational copies; modify, adapt, translate or create derivative works from it; reverse engineer, decompile or disassemble it; remove proprietary notices; make it available to an unauthorised third party; use it beyond the Licence Metric; or use it to build, benchmark for publication, or provide a competing product or service.
The Licensee must pay the Licence Fee in the Fee Currency in accordance with the Payment Terms. Fees are non-refundable except where this agreement expressly provides otherwise. All fees are exclusive of taxes, duties, levies and similar governmental charges. The Licensee must pay those amounts, excluding taxes based on the Licensor's net income. If the Licensee must withhold tax by law, it will provide evidence of the withholding and cooperate reasonably to help the Licensor obtain available relief or credit.
If the Licensee has a good-faith disagreement about Licence Fees charged or invoiced, the Licensee must notify the Licensor of the dispute before payment is due, or within 30 days of an automatic payment, if applicable, and must pay all undisputed amounts on time. The parties will work together to resolve the dispute within 15 days. If no resolution is agreed, each party may pursue any remedies available under this agreement or applicable law.
If an undisputed amount remains unpaid after the Payment Terms, the Licensor may charge interest at the lower of 1% per month and the maximum lawful rate, and may recover reasonable collection costs. The Licensor may suspend the affected services or access on at least 10 days' written notice if the amount remains unpaid, provided it restores access promptly after payment of all undisputed overdue amounts.
The Licensor will provide the Support Services during the Term. It may update the Licensed Software, provided that updates will not materially reduce the core functionality or security of the Licensed Software used by the Licensee, except where reasonably necessary to address security, legal or third-party requirements.
The Licensor will use commercially reasonable efforts to meet the Service Levels. Unless the Service Levels state otherwise, the Licensee's sole remedy for a failure to meet them is the remedy specified in the Service Levels.
To receive a service credit, the Licensee must notify the Licensor within the Service Credit Claim Period after the end of the month in which the Licensee believes the service credit was earned; otherwise, eligibility for that month expires. For an Uptime Credit, the Licensee must include information about when it was unable to access the Licensed Software. For a Response Time Credit, the Licensee must include information about when and how it contacted the Licensor. The Licensee may be required to provide reasonable additional details about the relevant incident. If the Licensor can verify the applicable failure, it will calculate and issue the applicable credit to the Licensee’s account for application towards a future invoice.
Availability of the Licensed Software will be calculated for each calendar month as the total number of Available Minutes minus the number of Downtime Minutes, divided by the total number of Available Minutes. If the Term includes a partial month, the numerator and denominator will include only the days that are part of the Term for that month. “Available Minutes” means the total number of minutes in a calendar month, minus Excluded Minutes and Scheduled Downtime. “Downtime Minutes” means the total number of minutes in a calendar month when the Licensed Software is not available to the Licensee, as confirmed by the Licensor’s internal monitoring systems, minus Excluded Minutes and Scheduled Downtime. “Excluded Minutes” means when the Licensed Software is not available because of (a) an event beyond the Licensor’s reasonable control; (b) general internet-connectivity issues; (c) equipment or software made available by anyone other than the Licensor and not within the Licensor’s reasonable control; or (d) the Licensee’s use of the Licensed Software in a manner not authorised by this agreement.
The Licensor and its licensors retain all right, title and interest in and to the Licensed Software, Documentation, updates, underlying technology and all related intellectual-property rights. The Licensee receives only the rights expressly granted in this agreement. The Licensee retains all right, title and interest in and to its Customer Data.
Technical and usage data may be used and processed to develop, train or enhance artificial intelligence or machine-learning models that are part of the Licensor's products and services, including third-party components. However, (a) the technical and usage data must be aggregated before it can be used for these purposes, and (b) the Licensor will use commercially reasonable efforts consistent with industry-standard technology to de-identify the technical and usage data before such use. Nothing in this clause reduces or limits the Licensor's obligations regarding personal data contained in technical and usage data under applicable data-protection law. Due to the nature of artificial intelligence and machine learning, information generated by these features may be incorrect or inaccurate. Features that include artificial intelligence or machine-learning models are not human and are not a substitute for human oversight.
If the Licensee provides suggestions, ideas or feedback about the Licensed Software, the Licensor may use them without restriction or payment, provided it does not identify the Licensee as the source without consent.
Each party must protect the other party's Confidential Information using at least reasonable care, use it only to perform or receive benefits under this agreement, and disclose it only to personnel, professional advisers and subcontractors who need to know it and are bound by confidentiality obligations no less protective than this clause. Confidential Information does not include information the receiving party can show was lawfully known without restriction, becomes public without breach, is lawfully received from a third party without restriction, or is independently developed without use of the other party's Confidential Information. A party may disclose Confidential Information where law requires, if it gives advance notice where lawful and reasonably cooperates with protective measures.
Each party will comply with applicable data-protection law. Where the Licensor processes personal data for the Licensee, it will do so only under the Data Processing Terms and on the Licensee's documented instructions, except where law requires otherwise. The Licensor will maintain appropriate technical and organisational measures to protect Customer Data and will notify the Licensee without undue delay after becoming aware of a personal-data breach affecting Customer Data.
The Licensor will defend the Licensee against a third-party claim that the Licensed Software, when used as permitted, infringes that third party's intellectual-property right, and will pay damages and costs finally awarded or agreed in settlement, provided that the Licensee promptly notifies the Licensor, gives the Licensor sole control of the defence and settlement, and provides reasonable cooperation. This does not apply to claims caused by the Licensee's modification, combination with items not supplied by the Licensor, use contrary to this agreement or Documentation, or continued use after notice of an available non-infringing replacement. If a claim is likely, the Licensor may procure continued use, modify or replace the Licensed Software, or terminate the affected licence and refund prepaid fees for the unused portion of the affected Term. This clause states the Licensee's exclusive remedy for IP infringement claims.
The Licensor warrants that, during the Term, the Licensed Software will materially conform to the Documentation when used in accordance with this agreement. The Licensee must notify the Licensor of a breach with sufficient detail. The Licensor's obligation and the Licensee's exclusive remedy are, at the Licensor's option, to correct or replace the non-conforming Licensed Software or terminate the affected licence and refund prepaid fees for its unused portion.
Each party represents and warrants to the other that: (a) it has the legal power and authority to enter into this agreement; (b) it is duly organised, validly existing and in good standing under the applicable laws of the jurisdiction of its origin; and (c) it will comply with applicable law in performing its obligations or exercising its rights under this agreement.
Except for the express warranties in this agreement and to the maximum extent permitted by law, the Licensed Software and Support Services are provided "as is" and each party disclaims all implied warranties, including merchantability, satisfactory quality, fitness for a particular purpose, non-infringement and uninterrupted or error-free operation. The Licensee is responsible for checking that the Licensed Software is suitable for the Purpose.
If the Licensor gives the Licensee access to a beta product, the beta product is provided "AS IS" and the warranties clause does not apply to it. The Licensee acknowledges that beta products are experimental in nature and may be modified or removed at the Licensor's discretion with or without notice.
Neither party is liable for lost profits, revenue, business, goodwill, anticipated savings, or indirect, consequential, special, exemplary or punitive loss. Subject to the next sentence, each party's total liability arising out of or in connection with this agreement is limited to the Licence Fee paid or payable in the 12 months before the event giving rise to liability. Nothing excludes or limits liability that cannot lawfully be excluded or limited, including liability for fraud or fraudulent misrepresentation, death or personal injury caused by negligence, or deliberate misconduct. The exclusions of loss do not apply to either party's breach of the Confidentiality clause or infringement of the other party's intellectual-property rights, but the liability cap does apply to those claims.
Each party will comply with laws applicable to its performance under this agreement, including applicable anti-bribery, anti-corruption, export-control and sanctions laws. The Licensee must not permit access to or use of the Licensed Software in breach of those laws or by any prohibited person or in any prohibited destination.
This agreement starts on the Agreement Date and continues for the Initial Term. It then renews for successive Renewal Terms unless either party gives written notice of non-renewal at least the Non-renewal Notice Period before the end of the Initial Term or then-current Renewal Term.
Either party may terminate this agreement by written notice if the other party materially breaches it and does not cure the breach within 30 days after receiving written notice requiring cure, or if the other party becomes insolvent, enters liquidation or administration, ceases business, or is unable to pay its debts as they fall due, in each case to the extent permitted by law. The Licensor may also suspend access immediately where reasonably necessary to prevent material security harm, legal non-compliance or unauthorised use.
If the Licensed Software does not meet the Target Uptime for two out of any three consecutive months and the Licensee notified the Licensor of each failure within the Service Credit Claim Period after the end of the applicable month, the Licensee may immediately terminate the affected services by written notice. If the Licensee terminates under this clause, the Licensor will pay a prorated refund of prepaid Licence Fees for the remainder of the affected Term.
On expiry or termination, the licence ends and the Licensee must stop using the Licensed Software and Documentation and delete or return them, except for archival copies retained solely to comply with law. At the Licensee's written request made before expiry or termination, the Licensor will make Customer Data available for export in a commonly used machine-readable format, provided the request is technically feasible and the Licensee pays the Licensor's reasonable charges for assistance beyond its standard functionality. The Licensor may delete Customer Data after expiry or termination, subject to applicable law and its documented back-up retention procedures.
The ownership, feedback, confidentiality, disclaimers, liability, fees and taxes for amounts accrued or payable before expiry or termination, exit, and general provisions that by their nature should survive will survive expiry or termination of this agreement. Each party may retain the other party's Confidential Information in accordance with its standard back-up or record-retention policies maintained in the ordinary course of business or as required by applicable law, in which case the confidentiality clause will continue to apply to retained Confidential Information and the retaining party may not access it except as required by applicable law.
Notices under this agreement must be in writing and delivered by hand, reputable international courier, or email with confirmation of receipt to the Licensor at [TO BE CONFIRMED — Licensor notice address] and to the Licensee at [TO BE CONFIRMED — Licensee notice address], or to another address notified under this clause. A notice is received on delivery, or for email, when the sender receives confirmation of receipt, provided that a notice sent outside normal business hours at the recipient's location is treated as received on the next business day.
Neither party may assign, transfer or otherwise deal with this agreement without the other party's prior written consent, not to be unreasonably withheld or delayed. Either party may assign this agreement without consent to an Affiliate or in connection with a merger, reorganisation, sale of substantially all assets or change of control, provided the assignee can perform its obligations. Any other attempted transfer is void.
The parties are independent contractors, not agents, partners or joint venturers. Neither party is authorised to bind the other to any liability or obligation.
Neither party is liable for delay or failure to perform caused by an event beyond its reasonable control, excluding payment obligations. The affected party must promptly notify the other and use reasonable efforts to reduce the effect. If the event continues for more than 60 days, either party may terminate the affected services on written notice.
This agreement is the entire agreement between the parties about its subject matter and replaces earlier discussions and agreements about that subject matter. Any amendment must be in writing and signed by authorised representatives of both parties. A waiver is effective only if in writing and does not waive any later breach. If any provision is unenforceable, it will be modified to the minimum extent necessary or severed, and the remainder will continue in effect. No person other than the parties may enforce this agreement, except a permitted successor or assignee.
The Licensor may identify the Licensee and use the Licensee's name and logo in marketing to identify the Licensee as a user of the Licensor's products and services. However, the Licensor may not otherwise make public announcements referencing the Licensee without the Licensee's prior approval.
This agreement and any non-contractual obligations arising out of or in connection with it are governed by the Governing Law. The courts of the Dispute Forum have exclusive jurisdiction to settle any dispute arising out of or in connection with this agreement, except that either party may seek interim or protective relief in any court with jurisdiction.
The Licensor must identify applicable open-source components and provide the notices, licence information, source code or offer of source code required by their licences. The relevant open-source licence governs that component to the extent it requires different rights or conflicts with restrictions in this agreement. This clause does not expand the licence to proprietary components.
Expiry or non-renewal of support or maintenance alone does not end the fully paid perpetual licence. The licence remains subject to its agreed use restrictions and any express termination right for material breach. Support fees and future updates end or continue only as stated in the support terms. This clause prevails over a general requirement to cease all software use solely because support expires.