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A reusable business-to-business software license agreement for granting a customer rights to use software, with support, fees, confidentiality, data protection, warranties and liability provisions.
Delaware, United States · New York, United States · California, United States · United States (Federal)
Highlighted blanks are the details your parties fill in.
This agreement is dated the date on which it is signed by the last of the parties.
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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"Authorized Users" means [TO BE CONFIRMED — Authorized Users].
"Territory" means [TO BE CONFIRMED — Territory].
"Deployment Environment" means [TO BE CONFIRMED — Deployment Environment].
"License Term" means [TO BE CONFIRMED — License Term].
"License Model" means [TO BE CONFIRMED — License model].
"License Fee" means [TO BE CONFIRMED — License Fee].
"Support Fee" means [TO BE CONFIRMED — Support Fee].
"Payment Period" means 30 days after the invoice date.
"Support Services" means [TO BE CONFIRMED — Support Services].
"Liability Cap" means [TO BE CONFIRMED — Liability Cap].
Subject to this agreement and payment of the License Fee, the Licensor grants the Licensee a non-exclusive, non-transferable, non-sublicensable right during the License Term to install and use the Licensed Software and Documentation in the Deployment Environment, in the Territory, solely for the Purpose and by the Authorized Users.
If Authorized Users create an account in connection with use of the Licensed Software, the Licensee is responsible for all actions on Authorized Users' accounts and for all Authorized Users' compliance with this agreement. The Licensee and Authorized 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 to the Licensee. The Licensee must notify the Licensor of any material failure to conform to the Documentation within 30 days after delivery, with sufficient detail to reproduce it. If the Licensee does not give that notice, the Licensed Software is accepted. The Licensor will use reasonable efforts to correct a timely reported material failure.
Except to the extent prohibited by applicable law, the Licensee must not, and must not allow any person to: copy the Licensed Software except for permitted backup or archival copies; modify, adapt, translate, or create derivative works from it; reverse engineer, decompile, disassemble, or otherwise attempt to derive its source code; remove proprietary notices; use it to provide services to third parties; circumvent technical protection measures; or use it outside the scope of the License Grant. The Licensee must protect the Licensed Software and Documentation from unauthorized access or use.
The Licensee must pay the License Fee in accordance with the Licensor's invoice within the Payment Period. Fees are non-refundable except as this agreement expressly states. The Licensor may charge interest on undisputed overdue amounts at the lesser of 1% per month and the maximum rate permitted by law, after giving the Licensee written notice and 10 days to cure.
The License Fee excludes taxes, duties, levies, and similar governmental charges, other than taxes imposed on the Licensor's net income. The Licensee must pay those amounts or provide valid evidence of exemption. If the Licensee is required to withhold tax from a payment, it must promptly provide the Licensor with the official receipt or other evidence needed to claim a credit or refund.
During the License Term, and while the Support Fee is paid, the Licensor will provide the Support Services. The Support Services do not include custom development, training, onsite assistance, or support for errors caused by use outside the Documentation, unauthorized changes, third-party products, or the Licensee's systems.
If there is a Target Uptime, the Licensor will use commercially reasonable efforts to make the Licensed Software available for at least the Target Uptime as calculated each calendar month. The parties will calculate availability as the total number of Available Minutes minus the number of Downtime Minutes, divided by the total number of Available Minutes, measured in a calendar month. If the License Term includes a partial month, the numerator and denominator will include only the days that are part of the License Term for that month. "Available Minutes" means the total number of minutes in a calendar month, minus Excluded Minutes. "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. "Excluded Minutes" means when the Licensed Software is not available because of (a) a Force Majeure Event; (b) general Internet connectivity issues; (c) equipment or software made available by anyone other than the Licensor and that is not within the Licensor's reasonable control; or (d) the Licensee's use of the Licensed Software in a manner not authorized by this agreement.
If there is a Target Uptime and Licensed Software availability falls below the Target Uptime, the Licensee is eligible to receive an Uptime Credit. If there is a Target Response Time and neither the Licensor nor the Licensor's support representative acknowledges a support request submitted to the Support Channel within the Target Response Time, the Licensee is eligible to receive a Response Time Credit. Service Credits apply only towards future License Fees owed by the Licensee to the Licensor. To receive a Service Credit, the Licensee must notify the Licensor within 7 days of the end of the month in which the Licensee believes the Service Credit was earned, otherwise Service Credit eligibility expires for that month. Service Credits may not be exchanged for, or converted to, monetary amounts, do not earn interest, may not accumulate during a single License Term in an amount greater than 8% of License Fees for that License Term, and expire when this agreement ends. This clause states the Licensee's exclusive remedy and the Licensor's entire liability for a failure of the Licensed Software to meet the Target Uptime or Target Response Time.
The Licensor may provide updates, patches, or new releases as part of the Support Services. Any update supplied under this clause is Licensed Software and is subject to this agreement. The Licensor is not required to develop any particular feature or functionality.
The Licensor and its licensors retain all right, title, and interest in and to the Licensed Software, Documentation, updates, and all related intellectual-property rights. The Licensee receives only the rights expressly granted by this agreement. No implied license is granted.
If the Licensee gives the Licensor suggestions, ideas, or feedback about the Licensed Software or Documentation, the Licensor may use them without restriction or obligation, provided it does not identify the Licensee as the source without consent.
The Licensor may collect and analyze Usage Data, meaning data and information about the provision, use, and performance of the Licensed Software and related offerings based on the Licensee's or an Authorized User's use of the Licensed Software. The Licensor may freely use Usage Data to maintain, improve, enhance, and promote the Licensor's products and services without restriction or obligation. However, the Licensor may disclose Usage Data to others only if it is aggregated and does not identify the Licensee or Authorized Users.
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, Usage Data must be aggregated before it is used for these purposes, and the Licensor will use commercially reasonable efforts consistent with industry-standard technology to de-identify Usage Data before that use. Nothing in this clause reduces or limits the Licensor's obligations regarding Personal Data contained in 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, and those features are not a substitute for human oversight.
Each party must protect the other party's Confidential Information using at least reasonable care and may use it only to perform or exercise rights under this agreement. "Confidential Information" means non-public information disclosed by or for a party that is identified as confidential or that reasonably should be understood as confidential. It does not include information the receiving party can show was lawfully known without restriction, becomes public without breach, is independently developed without use of the other party's information, or is lawfully received from a third party without confidentiality duty. A receiving party may disclose Confidential Information to its employees, contractors, professional advisers, and affiliates who need to know it and are bound by confidentiality obligations no less protective than this clause, and where required by law after prompt notice where legally permitted.
The Licensor will process the Personal Data only to provide the Licensed Software and Support Services, on the Licensee's documented instructions, and in accordance with applicable data-protection law. "Personal Data" means [TO BE CONFIRMED — Personal Data]. The parties will enter into any data processing agreement required by applicable law.
The Licensor will maintain the Security Measures: [TO BE CONFIRMED — Security Measures]. The Licensor will notify the Licensee without undue delay after confirming unauthorized access to Personal Data in its control, and will provide reasonable cooperation to enable the Licensee to meet its legal obligations.
The Licensor warrants that, for 90 days after delivery, the Licensed Software will materially conform to the Documentation when used in accordance with this agreement. The Licensee's exclusive remedy, and the Licensor's entire liability, for breach of this warranty is for the Licensor to repair or replace the nonconforming Licensed Software or, if it cannot do so within a reasonable time, refund the License Fee paid for the affected Licensed Software and terminate the affected license.
Except for the express warranties in this agreement, the Licensed Software, Documentation, and Support Services are provided "as is". To the maximum extent permitted by law, the Licensor disclaims all other warranties, whether express, implied, statutory, or otherwise, including implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and uninterrupted or error-free operation.
If the Licensor gives the Licensee access to a beta product, meaning an early or prerelease feature or version identified as beta or similar, or not generally available, the beta product is provided "as is" and the Warranty 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.
The Licensor will defend the Licensee against a third-party claim that the Licensed Software, as supplied by the Licensor and used as permitted by this agreement, infringes that third party's United States patent, copyright, or trade secret, and will pay damages finally awarded or agreed in settlement. This obligation does not apply to a claim arising from modification not made by the Licensor, combination with items not supplied by the Licensor, use outside the Documentation or this agreement, or use after notice to stop. The Licensor may obtain the right for continued use, modify or replace the Licensed Software so it is non-infringing without material loss of functionality, or terminate the affected license and refund prepaid fees for its unused portion. This clause states the Licensee's exclusive remedy for an infringement claim.
A party seeking indemnity must promptly notify the indemnifying party of the claim, give it sole control of the defense and settlement, and provide reasonable cooperation at the indemnifying party's expense. The indemnifying party may not settle a claim in a way that admits fault by, or imposes liability or obligations on, the indemnified party without that party's prior written consent.
To the maximum extent permitted by law, neither party is liable to the other for lost profits, lost revenue, loss of goodwill, loss or corruption of data, or indirect, incidental, special, exemplary, punitive, or consequential damages, even if advised that those damages may occur.
To the maximum extent permitted by law, each party's total liability arising out of or relating to this agreement will not exceed the Liability Cap. The exclusions and cap do not limit liability for fraud, willful misconduct, or any liability that cannot lawfully be limited.
On at least 15 business days' written notice and not more than once in any 12-month period, the Licensor may audit the Licensee's records and systems reasonably necessary to verify compliance with the License Grant and Use Restrictions. Any audit must occur during normal business hours, avoid unreasonable disruption, and be subject to the Confidentiality clause. If the audit identifies material underpayment or unauthorized use, the Licensee must promptly pay the applicable fees and reasonable audit costs.
This agreement begins on the agreement date and continues for the License Term, unless ended earlier under this agreement. If the License Model is perpetual, the License Grant continues indefinitely, subject to termination under this agreement.
Either party may terminate this agreement by written notice if the other party materially breaches this agreement and does not cure the breach within 30 days after receiving written notice describing it. The Licensor may terminate immediately on written notice if the Licensee materially breaches the License Grant or Use Restrictions and the breach cannot be cured.
On termination or expiry, the License Grant and the Licensee's right to use the Licensed Software and Documentation end, and the Licensee must cease use and delete or destroy all copies, except archival copies retained solely where required by law. On request, the Licensee must certify compliance. Termination does not affect accrued rights, payment obligations, or provisions that by their nature should survive, including the Intellectual Property, Confidentiality, Warranties, Indemnities, Limitation of Liability, and General clauses.
Notices under this agreement must be in writing and delivered by personal delivery, nationally recognized overnight courier, or certified or registered mail to the Licensor at [TO BE CONFIRMED — Licensor notice address] and to the Licensee at [TO BE CONFIRMED — Licensee notice address], or to any replacement address notified in writing. A notice is effective on delivery, or if sent by mail, three business days after posting.
Neither party may assign this agreement without the other party's prior written consent, except that either party may assign it without consent to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of its assets, provided the assignee agrees in writing to be bound by this agreement. Any other attempted assignment is void.
The parties are independent contractors, not agents, partners, or joint venturers. Neither party is authorized to bind the other to any liability or obligation. There are no third-party beneficiaries of this agreement.
Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, excluding payment obligations. The affected party must promptly notify the other party and use reasonable efforts to resume performance. If the event continues for more than 60 days, either party may terminate the affected services on written notice.
The Licensee must comply with applicable export-control and sanctions laws in using, exporting, re-exporting, or transferring the Licensed Software or Documentation. The Licensee represents that it is not prohibited from receiving them under those laws.
Neither party will take any action that would violate applicable law prohibiting the offering, giving, promising to offer or give, or receiving, directly or indirectly, money or anything of value to any third party to assist the Licensor or Licensee in retaining or obtaining business.
This agreement is the entire agreement between the parties about its subject matter and supersedes prior or contemporaneous understandings about that subject matter. Any amendment or waiver must be in writing and signed by both parties. A failure or delay to exercise a right is not a waiver.
If any provision of this agreement is unenforceable, it will be enforced to the maximum extent permitted and the remaining provisions will remain in effect. This agreement may be executed in counterparts and by electronic signature, each of which is treated as an original and all of which together form one instrument.
The laws of [TO BE CONFIRMED — Governing law], excluding its conflict-of-laws rules, govern this agreement. The state and federal courts located in [TO BE CONFIRMED — Exclusive forum] have exclusive jurisdiction over any dispute arising out of or relating to this agreement, and each party irrevocably submits to those courts.
Despite the Governing Law and Forum clause, a breach of the Confidentiality clause or violation of a party's intellectual-property rights may cause irreparable harm for which monetary damages cannot adequately compensate. Upon an actual or threatened breach of the Confidentiality clause or violation of a party's intellectual-property rights, the non-breaching or non-violating party may seek appropriate equitable relief, including an injunction, in any court of competent jurisdiction without the need to post a bond and without limiting its other rights or remedies.
The Licensor must identify applicable open-source components and provide the notices, license information, source code or offer of source code required by their licenses. The relevant open-source license governs that component to the extent it requires different rights or conflicts with restrictions in this agreement. This clause does not expand the license to proprietary components.
Expiry or non-renewal of support or maintenance alone does not end the fully paid perpetual license. The license 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.