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SOFTWARE LICENSE AGREEMENT
This Software License
") is made as of September 24, 2018 (the "Effective Date
") by and between
, an individual
with an address at
, a company
with an address at
This Agreement describes Party-1's purchase of Services and Deliverables from Party-2.
in consideration of the mutual promises and covenants contained in this
Agreement, the parties hereby agree to the following terms and
(a) "Deliverables" means the deliverables Party-1 provides to Party-2 as described in this Agreement.
(b) "Government Authority"
means any governmental authority or court, tribunal, agency,
department, commission, arbitrator, board, bureau, or instrumentality
of the United States of America or any other country or territory, or
domestic or foreign state, prefecture, province, commonwealth, city,
county, municipality, territory, protectorate or possession.
(c) "Law" means
all laws, statutes, ordinances, codes, regulations and other
pronouncements having the effect of law of any Government Authority.
(d) "Services" means the services Party-1 provides to Party-2 as described in this Agreement.
(e) "Software Deliverables" means the software described in this Agreement.
2. SERVICES. Party-1 agrees to provide the following Services: [QR-84]
3. DELIVERABLES. Including the Software Deliverables described below, Party-1 agrees to provide the following Deliverables: [QR-70]
4. SOFTWARE DELIVERABLES.
(a) License Grant. Party-1 grants Party-2 a perpetual, non-exclusive, worldwide, non-transferable, and non-sublicenseable license to use the Software Deliverables for Party-2's internal business purposes. This license survives the Agreement, but may be terminated in the same way described in the provision entitled "Termination for Breach" in this Agreement. [QR-111]
(b) License Type. All Party-2 employees may exercise the Software Deliverables license. [QR-110] [QR-115]
Subject to any license grant requirements, Party-2 may install and use
the Software Deliverables on any computer system(s) or central
processing unit(s) selected by Party-2 from time to time.
Party-2 may make one (1) copy of each of
the Software Deliverables for testing, backup or archival purposes and
not for production use. In making copies of the Software Deliverables,
Party-2 may not remove any copyright or other proprietary rights
notices contained in or placed upon the Software Deliverables by
(e) Restrictions. Party-2 may not (except if expressly authorized to do so elsewhere in this Agreement): (a) reproduce, publicly display, publicly perform, distribute, or create derivative works from the Software Deliverables; (b) provide third parties with access to the Software Deliverables under a service bureau, time sharing, or other arrangement; or (c) reverse engineer, decompile, disassemble, or otherwise attempt to derive or access any of the Software Deliverables' source code and/or human readable embodiment.
5. OWNERSHIP, TITLE AND RISK OF LOSS. Ownership
of, title to, and risk of loss for the Deliverables passes to Party-2
upon Party-1's delivery of the Deliverables to a nationally reputable
carrier, fully insured with a nationally reputable insurer (such
insurance may be invoiced to Party-2 at cost). [QR-87] However, ownership, title and risk of loss for the Software
Deliverables applies to the copy only and does not extend to the
intellectual property and other proprietary rights in the Software
Deliverables. Additionally, if any Software Deliverables are
downloaded, ownership of, title to, and risk of loss passes to Party-2
upon Party-2's complete download of the Software Deliverables.
6. FEES. Except as expressly stated in this Agreement, there are no additional fees, charges or expenses incurred. In consideration for Party-1 performing all obligations under this Agreement, Party-2 agrees to pay Party-1 a flat fee of: [QR-89] Party-1 shall invoice Party-2 for the entire overall flat fee in this Agreement on the date the Deliverables are received by Party-2. [QR-92]
(a) Mutual Warranties. Each party represents, warrants and covenants to the other that:
(i) General. It: (a) is a company
duly organized and validly existing and in good standing under the Laws
of its jurisdiction of organization; (b) is qualified or licensed to do
business and in good standing in every jurisdiction where qualification
or licensing is required; and (c) has the corporate power and
authority to negotiate, execute, deliver and perform its obligations
under this Agreement.
(ii) Law Compliance. It complies with all applicable Laws.
(b) Warranties by Party-1. Party-1 represents, warrants and covenants to Party-2 that:
(i) Warranty Length. For a period of thirty (30) days after receipt, the Deliverables conform to the requirements of this Agreement, are free from any defect in material and workmanship, and are free of all liens, claims and encumbrances of any kind. [QR-83]
(c) Disclaimer. EXCEPT AS EXPRESSLY
STATED IN THIS AGREEMENT, PARTY-1 AND PARTY-2 EACH MAKE NO
REPRESENTATIONS AND EXTEND NO WARRANTIES OR COVENANTS OF ANY KIND,
EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
8. LIMITATION OF LIABILITY. THIS
LIMITATION OF LIABILITY PROVISION APPLIES IN THE AGGREGATE AND NOT ON A
PER CLAIM BASIS, WHETHER ANY DAMAGES ARE CHARACTERIZED IN TORT,
NEGLIGENCE, CONTRACT, OR OTHER THEORY OF LIABILITY, REGARDLESS OF
WHETHER A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE
FORESEEN ANY DAMAGES, AND IRRESPECTIVE OF ANY FAILURE OF ESSENTIAL
PURPOSE OF A LIMITED REMEDY. THIS LIMITATION OF LIABILITY PROVISION
DOES NOT LIMIT A PARTY'S LIABILITY FOR GROSS NEGLIGENCE,
INDEMNIFICATION OBLIGATIONS, BREACH OF CONFIDENTIALITY REQUIREMENTS,
INTENTIONAL MISCONDUCT, INTENTIONAL TORTS AND INTENTIONAL VIOLATIONS OF
LAW. NEITHER PARTY IS LIABLE TO THE OTHER OR ANY THIRD PARTY UNDER THIS
AGREEMENT FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY,
OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RESULTING FROM THIS
EACH PARTY'S LIABILITY SHALL NOT EXCEED THE AMOUNTS PAID UNDER THIS
AGREEMENT IN THE ONE (1) YEAR PERIOD PRIOR TO THE DATE THE CLAIM AROSE.
9. TERM AND TERMINATION.
(a) Term. The term of this Agreement (together with any renewals, the "Term") begins on the Effective Date and expires one (1) year [QR-24] later. Immediately upon expiration this Agreement automatically renews on the same terms and conditions for additional successive periods of one (1) year on each anniversary of the Effective Date, unless either party gives the other party notice that the Agreement does not renew at least thirty (30) days before the end of the then applicable Term. [QR-18]
(b) Survival. The following captioned sections survive any termination, expiration or non-renewal of this Agreement: "Disclaimer", "Limitation of Liability", "Survival" and "General", as well as any other provisions expressly stating that they are perpetual or survive this Agreement.
(c) Termination for Insolvency. If either party is adjudged insolvent or bankrupt, or upon the institution of any proceedings by it seeking relief, reorganization or arrangement under any Laws relating to insolvency, or if an involuntary petition in bankruptcy is filed against a party and the petition is not discharged within sixty (60) days after filing, or upon any assignment for the benefit of a party's creditors, or upon the appointment of a receiver, liquidator or trustee of any of a party's assets, or upon the liquidation, dissolution or winding up of its business (each, an "Event of Bankruptcy"), then the party affected by any Event of Bankruptcy must immediately give notice of the Event of Bankruptcy to the other party, and the other party may terminate this Agreement by notice to the affected party.
(d) Termination for Breach. If either party breaches any provision contained in this Agreement, and the breach is not cured within thirty (30) days after the breaching party receives notice of the breach from the non-breaching party, the non-breaching party may then deliver a second notice to the breaching party immediately terminating this Agreement.
10. FORCE MAJEURE. Any failure or
delay by a party in the performance of its obligations under this
Agreement is not a default or breach of the Agreement or a ground for
termination under this Agreement to the extent the failure or delay is
due to elements of nature or acts of God, acts of war, terrorism,
riots, revolutions, or strikes or other factor beyond the reasonable
control of a party (each, a "Force Majeure Event"). The party failing
or delaying due to a Force Majeure Event agrees to give notice to the
other party which describes the Force Majeure Event and includes a good
faith estimate as to the impact of the Force Majeure Event upon its
responsibilities under this Agreement, including, but not limited to,
any scheduling changes. However, should any failure to perform or delay
in performance due to a Force Majeure Event last longer than thirty
(30) days, or should three (3) Force Majeure Events apply to the
performance of a party during any calendar year, the party not subject
to the Force Majeure Event may terminate this Agreement by notice to
the party subject to the Force Majeure Event.
11. GENERAL. Entire Agreement and Amendments. This Agreement is the entire agreement between the parties and supersedes all earlier and simultaneous agreements regarding the subject matter, including, without limitation, any invoices, business forms, purchase orders, proposals or quotations. This Agreement may be amended only in a written document, signed by both parties. Independent Contractors, Third Party Beneficiaries, and Subcontractors. The parties acknowledge that they are independent contractors under this Agreement, and except if expressly stated otherwise, none of the parties, nor any of their employees or agents, has the power or authority to bind or obligate another party. Except if expressly stated, no third party is a beneficiary of this Agreement. The parties may not subcontract any of their obligations under this Agreement. [QR-63] Governing Law and Forum. All claims regarding this Agreement are governed by and construed in accordance with the Laws of TEXTFIELD [QR-27], applicable to contracts wholly made and performed in such jurisdiction, except for any choice or conflict of Law principles, and must be litigated in TEXTFIELD [QR-28], regardless of the inconvenience of the forum, except that a party may seek temporary injunctive relief in any venue of its choosing. The parties acknowledge and agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement. Assignment. This Agreement binds and inures to the benefit of the parties' successors and assigns. Either party may assign, delegate, sublicense or otherwise transfer this Agreement, or any right or obligation under this Agreement, to a third party. [QR-46] No Waivers, Cumulative Remedies. A party's failure to insist upon strict performance of any provision of this Agreement is not a waiver of any of its rights under this Agreement. Except if expressly stated otherwise, all remedies under this Agreement, at Law or in equity, are cumulative and nonexclusive. Severability. If any portion of this Agreement is held to be unenforceable, the unenforceable portion must be construed as nearly as possible to reflect the original intent of the parties, the remaining portions remain in full force and effect, and the unenforceable portion remains enforceable in all other contexts and jurisdictions. Notices. All notices, including notices of address changes, under this Agreement must be sent by registered or certified mail or by overnight commercial delivery to the address set forth in this Agreement by each party. Captions and Plural Terms. All captions are for purposes of convenience only and are not to be used in interpretation or enforcement of this Agreement. Terms defined in the singular have the same meaning in the plural and vice versa.
IN WITNESS WHEREOF, the parties execute this Agreement
as of the Effective Date. Each person who signs this Agreement below
represents that such person is fully authorized to sign this Agreement
on behalf of the applicable party.
Print Name: ___________________________
Print Name: ___________________________