More

Software License Agreement

This Software License Agreement is made on [AGREEMENT DATE] between [LICENSOR NAME], a [CORPORATE JURISDICTION] corporation with its principal place of business at [LICENSOR ADDRESS] ("[PARTY A]") and [LICENSEE NAME], a [CORPORATE JURISDICTION] corporation with its principal place of business at [LICENSEE ADDRESS] ("[PARTY B]").

The parties agree to the terms of this agreement.

 Grant of License

Software License. [PARTY A] grants to [PARTY B], and [PARTY B] accepts, a limited, non-exclusive, non-transferable, and revocable license to use the [DESCRIPTION OF SOFTWARE] (the "Software") in accordance with the terms of this agreement.

Reservation of Rights. Any rights not expressly granted to [PARTY B] in this agreement are reserved to [PARTY A]. The [PARTY B] does not acquire any interest under this agreement other than the right to use the Software upon the terms of this agreement.

1. Delivery and Acceptance

1.1. Delivery. [PARTY A] shall deliver the Software to [PARTY B] [no later than __ days after the Effective Date OR as soon as commercially practicable].

1.2. Acceptance. The Software will be deemed accepted by [PARTY B] upon [receipt OR usage].

Delivery. [PARTY A] shall deliver the Software to [PARTY B] [no later than __ days after the Effective Date OR as soon as commercially practicable].

Delivery and Acceptance

Delivery[PARTY A] shall deliver to [PARTY B], [no later than __ days after the Effective Date OR as soon as commercially practicable], the deliverables set forth in Exhibit A, in the format specified in Exhibit A.

Acceptance. For each deliverable, [PARTY B] shall have a [15 day] "Acceptance Period" beginning on the delivery date. During the Acceptance Period, [PARTY B] may cancel the license by giving written notice to [PARTY A] and returning the deliverable. Unless such cancellation notice is given, the license will be deemed accepted by [PARTY B] at the end of the Acceptance Period

Delivery Notice. [PARTY A] will deliver written notice to [PARTY B] when [PARTY A] reasonably believes it has completed delivery of all deliverables set forth in Exhibit A (the "Delivery Notice"). 

 Rejection and Cure. If [PARTY B] timely and rightfully rejects a delivered deliverable, [PARTY A] shall have [30 days] from the date of rejection to cure any nonconformance described in [PARTY B]'s notice of rejection and to deliver to [PARTY B] a version of the deliverable that conforms in all material respects to such specifications or a written statement, as applicable, providing the cure after which the provisions of acceptance shall again apply, calculated from the date of delivery of the new version of the deliverable.

 Acceptance of Copies. If [PARTY B] is granted a right-to-copy license, subsequent copies shall be deemed accepted upon acceptance of the master copy.

 Support Services[PARTY A] shall provide [PARTY B] with the following support services

telephone or electronic support in order to help [PARTY B] locate and correct problems with the Software.

up to [NUMBER OF DEDICATED CONTACTS] dedicated contacts designated by [PARTY B] in writing that will have access to support services.

bug fixes and code corrections to correct Software malfunctions in order to bring the Service into substantial conformity with the operating specifications.

all extensions, enhancements and other changes that [PARTY A] makes or adds to the Service and which [PARTY A] offers, without charge, to all other Subscribers of the Service.

 Support Services. [PARTY A] shall provide [PARTY B] with the following support services

telephone or electronic support during business hours in order to help [PARTY B] locate and correct problems with the Software, and

Internet-based support system generally available seven (7) days a week, twenty-four (24) hours a day.

 Support Services

Scope of Services. [PARTY A] shall provide [PARTY B] with the following support services

telephone or electronic support during business hours in order to help [PARTY B] locate and correct problems with the Software,

Internet-based support system generally available seven (7) days a week, twenty-four (24) hours a day, and

up to [NUMBER OF DEDICATED CONTACTS] dedicated contacts designated by [PARTY B] in writing that will have access to support services.

Support Levels. [PARTY A] will use its best efforts to cure, as described below, reported and reproducible errors in the Software. [PARTY A] utilizes the following four (4) severity levels to categorize reported problems

Severity 1 Critical Business Impact. The impact of the reported deficiency is such that the customer is unable to either use the Software or reasonably continue work using the Software. [PARTY A] will commence work on resolving the deficiency within one (1) hour of notification and will engage staff during business hours until an acceptable resolution is achieved.

Severity 2 Significant Business Impact. Important features of the Software are not working properly and there are no acceptable, alternative solutions. While other areas of the Software are not impacted, the reported deficiency has created a significant, negative impact on the Customer's productivity or service level. [PARTY A] will commence work on resolving the deficiency within two (2) hours of notification and will engage staff during business hours until an acceptable resolution is achieved.

Severity 3 Some Business Impact. Important features of the Software are unavailable, but an alternative solution is available or non-essential features of the Software are unavailable with no alternative solution. The customer impact, regardless of product usage, is minimal loss of operational functionality or implementation resources. [PARTY A] will commence work on resolving the deficiency within one (1) business day of notification and will engage staff during business hours until an acceptable resolution is achieved.

Severity 4 Minimal Business Impact. Customer submits a Software information request, software enhancement or documentation clarification which has no operational impact. The implementation or use of the Software by the Customer is continuing and there is no negative impact on productivity. [PARTY A] will provide an initial response regarding the request within one (1) business week.

Remedial Services. This agreement is not intended as a consulting agreement for customer services. With respect to severity one (1) reported deficiencies, [PARTY A] may, with the concurrence of the Customer, elect to send senior support or development staff to the Customer location to accelerate problem resolution. [PARTY A] will be responsible for the costs associated with this escalated problem resolution if the problem is determined to be related to Software. If it is determined that the problem was not related to the supported Software, the Customer agrees to pay reasonable travel and lodging expenses in addition to Sass Company Australia's standard consulting rates. Travel time will be charged at consulting rates.

Support Exceptions. [PARTY A] does not provide support for hardware faults/misconfiguration and/or hardware setup.

 Maintenance Services

Fixes and Patches[PARTY A] shall provide [PARTY B] with bug fixes and code corrections to correct Software malfunctions in order to bring the Service into substantial conformity with the operating specifications.

Updates[PARTY A] shall provide [PARTY B] with all extensions, enhancements and other changes that [PARTY A] makes or adds to the Service and which [PARTY A] offers, without charge, to all other Subscribers of the Service.

Latest Release. Maintenance will be provided only for the latest release of the Software, and may, but need not be provided if [PARTY B] has modified the Software or if [PARTY B] is in default.

 Maintenance Services

Fixes and Patches. [PARTY A] shall provide [PARTY B] with bug fixes and code corrections to correct Software malfunctions in order to bring the Service into substantial conformity with the operating specifications.

Updates. [PARTY A] shall provide [PARTY B] with all extensions, enhancements and other changes that [PARTY A] makes or adds to the Service and which [PARTY A] offers, without charge, to all other Subscribers of the Service.

7. License Fees[PARTY B] shall pay to [PARTY A] the royalties and other applicable fees (if any) aset forth on Exhibit A.

License and Service Fees

License Fees. [PARTY B] shall pay to [PARTY A] the License Fees listed on Schedule B (License Fees).

Service Fees. [PARTY A] will invoice [PARTY B] for its services on an hourly basis at [[its then current/an] hourly consulting rate[ agreed to by the parties] OR [at a rate of $[x] per hour]].

License Fees. [PARTY B] will pay to [PARTY A] the License Fees listed on [Schedule A] [the order form].

1. Restricted Uses

1.1. No Distribution, etc. The [PARTYB] may not distribute, license, loan, or sell the Software or other content that is contained or displayed in it.

1.2. No Third Party Access. The [PARTYB] may not sell, license, or grant any access to or use of the Software to any third party.

1.3. No Time-Sharing. The [PARTYB] may not use or access the Software for any commercial time-sharing, rental, or service bureau purposes.

1.4. No Modification. The [PARTYB] may not modify, alter, or create any derivative works of the Software.

1.5. No Reverse Engineering. The [PARTYB] may not reverse engineer, decompile, decode, decrypt, disassemble, or derive any source code from the Software.

1.6. No Copies. The [PARTYB] may not make or permit the making of copies of

(a) the Software other than as necessary for installation, back-up, archival, or disaster recovery purposes, or

(b) the Documentation, other than a reasonable number of copies for training purposes.

1.7. No Derivative Works. The [PARTYB] may not create or permit the creation of derivative works from the Software.

1.8. Proprietary Notices. The [PARTYB] may not remove, alter, or obscure any copyright, trademark, or other proprietary rights notice on or in the Software.

1.9. No Copyright Violations. The [PARTYB] may not upload, post, reproduce or distribute any information, software or other material protected by copyright, privacy rights, or any other intellectual property right without first obtaining the permission of the owner of such rights.

1.10. Dangerous Use. The Software is not in intended for use in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control systems, life support machines, or other equipment in which failure of the Software could lead to death, personal injury, or severe physical or environmental damage.

Restricted Uses. [PARTY B] will not:

distribute, license, loan, or sell the Software or other content that is contained or displayed in it.

modify, alter, or create any derivative works of the Software.

reverse engineer, decompile, decode, decrypt, disassemble, or derive any source code from the Software.

remove, alter, or obscure any copyright, trademark, or other proprietary rights notice on or in the Software.

1. Permitted Uses. The Licensee may install and use the number of copies that the Licensee has purchased or been granted a license for solely for Licensee's [personal, non-commercial][internal business] use.

1. Permitted Uses

1.1. Installation. The Licensee may install and use the number of copies that the Licensee has purchased or been granted a license for solely for [personal, non-commercial][internal business] use.

1.2. Evaluation Use. If the Licensee has ordered an evaluation license, Licensee may use the Software only for evaluation purposes and only during the applicable evaluation period. Any other use of the Software or beyond the applicable evaluation period is strictly prohibited.

1.3. Server Deployment. The Licensee may install [NUMBER OF SERVER COPIES] of copies of the Software on an internal file server for purposes of downloading and installing the Software on licensed computers within the same internal network.

1.4. Home Use. The Licensee may install a copy of the Software on a personal or home computer, provided both copies of the Software are not used at the same time.

1.5. Backup and Archival Copies. The Licensee may make one copy of the Software solely for backup or archival purposes.

Term. This agreement begins on [EFFECTIVE DATE], and will continue until terminated.

Term. This agreement begins on [EFFECTIVE DATE] and will continue until [TERMINATION CONDITION OR EVENT], unless terminated earlier.

Term

Initial Term. The "Initial Term" of this agreement begins on [EFFECTIVE DATE] and will continue for [TERM YEARS] years, unless terminated earlier.

Renewal Term. Following the Initial Term, the [PARTY B] may renew this agreement for successive "Renewal Terms" of [RENEWAL YEARS] length, unless terminated earlier, by giving the [PARTY A] notice of the intent to renew this agreement, at least [RENEWAL NOTICE DAYS] business days before the end of the Current Term.

Current Term. The "Current Term" of this agreement means either the Initial Term or the then-current Renewal Term.

Term

Initial Term. The "Initial Term" of this agreement will begin on [EFFECTIVE DATE] and continue for [TERM MONTHS] months, unless terminated earlier.

Renewal Terms

Following the Initial Term. At the expiration of the Initial Term, this agreement will automatically renew for a renewal term of [RENEWAL TERM] months length ("Renewal Term"), unless terminated earlier.

Following a Renewal Term. At the expiration of the then current Renewal Term, this agreement will automatically renew for a another Renewal Term, unless terminated earlier.

Election Not to Renew. Either party may elect not to renew this agreement, by providing notice to the other party at least [NON-RENEWAL NOTICE PERIOD] Business Days' before the end of the Current Term.

Current Term. "Current Term" means either the Initial Term or the then current Renewal Term.

 Term. The term of this agreement begins on [EFFECTIVE DATE], and will continue for [TERM YEARS] years, unless terminated earlier ("Term").

 Representations

Conformity to Description. [PARTY A] represents that the Software conforms to the product description.

No Material Defects. [PARTY A] represents that the Software is free of material defects.

Ownership of Software. [PARTY A] represents that it owns or controls all interest in the Software, the Documentation, and any other materials provided to the [PARTY B] under this agreement.

Right to License. [PARTY A] represents that it has the right to license the Software to the Licensee.

No Infringement. [PARTY A] represents that the Software does not infringe upon the intellectual property or other rights of any Person.

Open Source Code. [PARTY A] represents that it has the right to license, sub-license, distribute, and support any open source code that is provided with or embedded in the Software.] OR [The Software does not contain any open source code.

Limited Warranty

Media Warranty. The Licensor warrants for a period of [MEDIA WARRANTY PERIOD] following delivery of the Software that the media upon which the Software is delivered are free from defects in materials and workmanship under normal use. [The Licensor's sole obligation shall be to provide Licensee with a performing copy of the Software within a reasonable time following Licensee's notification to the Licensor of the defect.

Product Warranty. All Supplier-branded hardware products are covered by Supplier's limited warranty statements that are provided with the products or otherwise made available. Hardware warranties begin on the date of delivery or if applicable, upon completion of Supplier installation, or (where Customer delays Supplier installation) at the latest [PRODUCT WARRANTY PERIOD] from the date of delivery. Non-Supplier branded products receive warranty coverage as provided by the relevant third party supplier.

Software Warranty. The Licensor warrants that for a period of [PERFORMANCE WARRANTY PERIOD] commencing upon the date of delivery or installation, whichever is earlier, that when operated in accordance with the documentation and other instructions provided by the Licensor, the Software will perform substantially in accordance with the functional specifications set forth in the documentation.

Service Warranty. The Licensor warrants for a period of [SERVICE WARRANTY PERIOD] following the completion of performance of the service that its services will be performed consistent with generally accepted industry standards.

Government End Users. If the Software and related documentation are supplied to or purchased by or on behalf of the United States Government, then the Software is deemed to be "commercial software" as that term is used in the Federal Acquisition Regulation system. The rights of the United States will not exceed the minimum rights set forth in FAR 52.227-19 for "restricted computer software". All other terms and conditions of this agreement otherwise apply.

Consent to Use of Data. The [Licensor/Developer] may collect and use technical information gathered as part of its support services, but may only use this information to improve its products and services. The [Licensor/Developer] shall not disclose this any of this information in a form that personally identifies the [Licensee/Customer] or it clients.

Escrow of Source Code

Option to Obtain Source Code. The Licensee may, after the date of this agreement, obtain the Software source code and all related Documentation from the Licensor upon the parties' execution of an escrow agreement in accordance with section 1.2 (Escrow Agreement).

Escrow Agreement. Such an escrow agreement will provide, at a minimum, that

the Licensor shall deposit into escrow the Software source code, together with any subsequent updates to the source code as and when they become available, and

the Licensee may access the Software source code upon the occurrence of an Insolvency Event, in which case the Licensee may continue to use the Software for the remainder of the Term or the Renewal Term, as the case may be.

Confidentiality

Confidentiality Obligations. The receiving party shall hold in confidence all Confidential Information that the disclosing party discloses to it under this agreement.

Use Solely for Purpose. A receiving party may only use the Confidential Information in accordance with the terms of this agreement and solely for the Purpose.

Confidentiality

Confidentiality Obligations. Each party (as a "Receiving Party") shall hold in confidence all Confidential Information that the other party (as a "Disclosing Party") discloses to it under this agreement.

Use Solely for Purpose. A Receiving Party may only use the Confidential Information in accordance with the terms of this agreement and solely for the Purpose.

Non-Disclosure. A Receiving Party may not disclose Confidential Information to any third party, except to the extent:

as permitted by this agreement; or

as required by Law.

Notice. A Receiving Party shall notify the Disclosing Party if the Receiving Party:

is required by Law to disclose any Confidential Information; or

learns of any unauthorized disclosure of Confidential Information.

 Non-Disclosure of Agreement and Purpose. Neither party may disclose to any third-party the existence of this agreement[, the Transaction, or the Purpose,] without prior written consent of the other party.

Confidentiality Obligations

Non-Disclosure of Transaction, Agreement, and Purpose. Neither party may disclose to any third  party the existence of this agreement, the Transaction, or the Purpose, without written consent of the other party.

Confidential Information

Hold Confidential Information in Confidence. Each party (as a "Receiving Party") shall hold in confidence all Confidential Information the other party (as a "Disclosing Party") discloses to it under this agreement.

Use Confidential Information Solely for Purpose. A Receiving Party may only use the Confidential Information in accordance with the terms of this agreement and solely for the Purpose.

Non-Disclosure of Confidential Information. A Receiving Party may not disclose Confidential Information to any third party, except to the extent:

permitted by this agreement; or

required by Law.

Notice on Disclosure of Confidential Information. A Receiving Party shall notify the Disclosing Party if the Receiving Party:

is required by Law to disclose any Confidential Information; or

learns of any unauthorized disclosure of Confidential Information.

1.1. Publicity. The parties

(a) shall consult with each other before issuing any press release or otherwise making any public statements with respect to this agreement, and

(b) shall not issue any such announcement without the other party's prior written consent, which will not be unreasonably withheld or delayed.

1.1.Publicity

(a) Written Approval. Any news release, public announcement, advertisement, or publicity proposed to be released by either party concerning activities related to the agreement will be subject to the written approval of the other party prior to release.

(b) Attribution. Full consideration and representation of the respective roles and contributions of the parties shall be given in any such statement.

1.1.Publicity. The parties

(a) shall consult with each other before issuing any press release or otherwise making any public statements with respect to this agreement,

(b) shall not issue any such announcement without the other party's prior written consent, which will not be unreasonably withheld or delayed, and

(c) may, without the prior consent of the other party, issue any press release or make any public statement required by law, court order, or any stock exchange on which any of the securities of that party or any of its Affiliates are listed. [The parties shall reasonably allow the other party to review and comment on any draft announcement and shall give due consideration to all reasonable suggested changes.]

1.1. Publicity. Without the prior written consent of the other Party, the parties shall not

(a) issue a press release or make any other public statement that references this Agreement, or

(b) use the other Party's names or trademarks for publicity or advertising purposes.

1.1. Publicity

(a) Announcements. The parties

(i) shall cooperate to draft all appropriate press releases and other public announcements relating to the subject matter of this agreement and the relationship between the parties.

(ii) shall not issue any such announcement without the other party's prior written consent, which will not be unreasonably withheld or delayed.

(b) [Confidential Information. Neither party shall include in any public statement any information to which the other party reasonably believes as being within the scope of Confidential Information.]

(c) [Employees and Customers. The parties shall consult with each other concerning the means by which employees, customers, suppliers and others having dealings with the parties will be informed of the transactions contemplated by this agreement.]

1.1. Publicity. The parties

(a) will issue an initial joint press release mutually agreed upon by the parties, and

(b) shall not issue any other announcement without the other party's prior written consent, which will not be unreasonably withheld or delayed.

1.1. Publicity

(a) The parties shall use reasonable efforts to develop a joint communications plan with respect to the subject matter of this agreement.

(b) Each party shall use reasonable efforts to ensure that all press releases and other public statements in connection with the transactions contemplated by this agreement will be consistent with the joint communications plan.

Publicity

Cooperation. The parties shall cooperate to draft all appropriate press releases and other public announcements relating to the subject matter of this agreement and the relationship between the parties.

Consent. Neither party may issue any press release or public announcement without the other party's written consent, unless required by Law.

No Unreasonable Delay. The parties will not unreasonably withhold or delay their consent to press releases or public announcements.

Termination

Termination on Notice.  [PARTY A] may terminate this agreement for any reason on [TERMINATION NOTICE] business days’ notice to [PARTY B].

Termination on Material Breach. [PARTY A] may terminate this agreement with immediate effect by delivering notice of the termination to [PARTY B], if

[PARTY B] commits any material breach or material default in the performance of this agreement, and

the breach or default continues for a period of [BREACH CONTINUATION DAYS] business days' after [PARTY A] delivers notice to [PARTY B] reasonably detailing the breach or default.

Termination on Insolvency. [PARTY A] may terminate this agreement with immediate effect, by giving notice to [PARTY B], on [PARTY B]'s insolvency, bankruptcy, receivership, dissolution, or liquidation.

Termination on Failure to Pay. [PARTY A] may terminate this agreement with immediate effect, by giving notice to [PARTY B], on [PARTY B]'s failure to make [NUMBER OF FAILED PAYMENTS] number of payments owed under this agreement.

Termination on Change of Control. [PARTY A] may terminate this agreement with immediate effect, by giving notice to [PARTY B], in the event of a Change of Control of [PARTY B].

Change of Control. “Change of Control” means the sale of all or substantially all the assets of a party; any merger, consolidation or acquisition of a party with, by or into another corporation, entity or person; or any change in the ownership of more than fifty percent of the voting capital stock of a party in one or more related transactions.

Termination

Termination on Notice.  [PARTY A] may terminate this agreement for any reason on [TERMINATION NOTICE] business days’ notice to [PARTY B].

Termination Because of Material Breach. [PARTY A] may terminate this agreement with immediate effect by delivering notice of the termination to [PARTY B], if

[PARTY B] commits any material breach or material default in the performance of this agreement, and

the breach or default continues for a period of [BREACH CONTINUATION DAYS] business days' after [PARTY A] delivers notice to [PARTY B] reasonably detailing the breach or default.

Termination Because of Insolvency. If [PARTY B] becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, [PARTY A] may terminate this agreement with immediate effect.

Termination Because of Failure to Pay. [PARTY A] may terminate this agreement with immediate effect, by giving notice to [PARTY B], on [PARTY B]'s failure to make [NUMBER OF FAILED PAYMENTS] of payments owed under this agreement.

Termination Because of Change of Control. [PARTY A] may terminate this agreement with immediate effect, by giving notice to [PARTY B], in the event of a Change of Control of [PARTY B].

Change of Control. “Change of Control” means the sale of all or substantially all the assets of a party; any merger, consolidation or acquisition of a party with, by or into another corporation, entity or person; or any change in the ownership of more than fifty percent of the voting capital stock of a party in one or more related transactions.

Termination

Termination Because of Material Breach. Each party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if

the other party fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches,

any of its covenants, representations, or obligations, and

the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after the injured party delivers notice to the breaching party reasonably detailing the breach.

Termination Because of Insolvency. If either party becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, the other party may terminate this agreement with immediate effect.

Termination

Termination on Notice. Either party may terminate this agreement for any reason on [TERMINATION NOTICE BUSINESS DAYS] business days’ notice to the other party.

Termination Because of Material Breach. Each party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if

the other party fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches,

any of its covenants, representations, or obligations, and

the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after the injured party delivers notice to the breaching party reasonably detailing the breach.

Termination Because of Failure of Condition. Either party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if either

any of the conditions precedent set out in [CONDITIONS PRECEDENT ON OBLIGATIONS OF ALL PARTIES] have not been, or it becomes apparent that any such conditions will not be, fulfilled by [DATE], and

such non-fulfillment was not due to the failure of the injured party to perform or comply with any of its representations, warranties, covenants, or conditions to be performed or complied with, or

any of the conditions specifically applicable to the other party have not have been, or it becomes apparent that any such conditions will not be, fulfilled by [DATE].

Termination Because of Insolvency. If either party becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, the other party may terminate this agreement with immediate effect.

Termination Because of Law or Order. Either party may terminate this agreement with immediate effect if

there is or becomes any Law that makes effecting this agreement illegal or otherwise prohibited, or

any Governmental Authority issues an Order restraining or enjoining the transactions under this agreement.

Termination

Termination on Notice. Either party may terminate this agreement for any reason on [TERMINATION NOTICE BUSINESS DAYS] business days’ notice to the other party.

Termination Because of Material Breach. Each party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if

the other party fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches,

any of its covenants, representations, or obligations, and

the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after the injured party delivers notice to the breaching party reasonably detailing the breach.

Termination Because of Insolvency. If either party becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, the other party may terminate this agreement with immediate effect.

Termination Because of Failure to Pay. Either party may terminate this agreement with immeditate effect, by giving notice to the other party, on the other party's failure to make [NUMBER OF FAILED PAYMENTS] number of payments owed under this agreement.

Termination Because of Change of Control. Either party may terminate this agreement with immeditate effect, by giving notice to the other party, in the event of a Change in Control of the other party.

Change of Control. “Change of Control” means the sale of all or substantially all the assets of a party; any merger, consolidation or acquisition of a party with, by or into another corporation, entity or person; or any change in the ownership of more than fifty percent of the voting capital stock of a party in one or more related transactions.

Termination. This agreement will terminate on the distribution of all the Escrow Shares under this agreement, after which the [PARTY C] will have no further obligation or liability.

Termination

Termination on Notice. Either party may terminate this agreement for any reason on [TERMINATION NOTICE BUSINESS DAYS] business days’ notice to the other party.

Termination Because of Material Breach. Each party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if

the other party fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches,

any of its covenants, representations, or obligations, and

the failure, inaccuracy, or breach continues for a period of [BREACH CONTINUATION DAYS] Business Days' after the injured party delivers notice to the breaching party reasonably detailing the breach.

Termination Because of Insolvency. If either party becomes insolvent, bankrupt, or enters receivership, dissolution, or liquidation, the other party may terminate this agreement with immediate effect.

Indemnification

[PARTY A] Indemnification. The [PARTY A] shall indemnify The [PARTY B] against all Indemnifiable Losses arising out of any Indemnifiable Proceeding.

Notice. The [PARTY B] shall promptly notify the [PARTY A] of the Indemnifiable Proceeding and deliver to the [PARTY A] all legal pleadings and documents necessary to defend the Indemnifiable Proceeding, before bringing a claim for indemnification. If the [PARTY B] fails to notify the [PARTY A] of the Indemnifiable Proceeding the [PARTY A] will be relieved of its indemnification obligations to the extent the [PARTY A] was prejudiced by the [PARTY B]'s failure.

Defense. In addition to indemnifying the [PARTY B] against all Indemnifiable Losses, the [PARTY A] may defend the [PARTY B] against the Indemnifiable Proceeding. To assume the defense, the [PARTY A] must promptly notify the [PARTY B] that it is doing so. 

Authority to Contest, Pay, or Settle. The [PARTY A] may contest, pay, or settle the Indemnifiable Proceeding without obtaining the [PARTY B]'s consent, only if the [PARTY A]'s decision (1) does not require the [PARTY B] to make any admission that it acted unlawfully, (2) does not effect any other legal proceeding against the [PARTY B], (3) provides that the claimant's monetary damages are paid in full by the [PARTY A], and (4) requires claimant release the [PARTY B] from all liability under the Indemnifiable Proceeding. 

Exclusive Remedy. The [PARTY B]'s right to indemnification is the exclusive remedy available in connection with the Indemnifiable Proceedings.

Definitions

“Indemnifiable Proceeding” means any judicial, administrative, or arbitration action, suit, claim, investigation, or proceeding against the [PARTY B] arising out of this agreement and relating to: 

any third party claim or proceeding brought against one party, including those based on product liability, infringement, use of goods or services, or personal injury or death;

any claim or proceeding brought by any governmental agency;

any claim alleging grossly negligent act or omission or willful conduct of the other party;

any claim arising from [specified covered claim(s)].

“Indemnifiable Losses” means the aggregate of Losses and Litigation Expenses.

“Loss” means any amount awarded in, or paid in settlement of, any Indemnifiable Proceeding, including any interest accrued, but excluding any Litigation Expenses.

“Litigation Expense” means any reasonable out-of-pocket expense incurred in defending an Indemnifiable Proceeding or in any related investigation or negotiation, including court filing fees, court costs, arbitration fees, witness fees, and attorneys’ and other professionals’ fees and disbursements.

Limits and Exclusions

Minimum Indemnifiable Losses. The [PARTY A] need not indemnify the [PARTY B] against Indemnifiable Losses that are less than [MINIMUM INDEMNIFIABLE LOSS AMOUNT].

Maximum Indemnifiable Losses. The [PARTY A] need not indemnify the [PARTY B] against Indemnifiable Losses that are more than [MAXIMUM INDEMNIFIABLE LOSS AMOUNT].

Exclusions. The [PARTY A] need not indemnify the [PARTY B] against Indemnifiable Losses to the extent the [PARTY B] acted unlawfully, negligently, or intentionally to cause those Indemnifiable Losses.

Indemnification

[PARTY A] Indemnification. The [PARTY A] shall indemnify the [PARTY B] against all Indemnifiable Losses arising out of any Indemnifiable Proceeding.

Notice. The [PARTY B] shall promptly notify the [PARTY A] of the Indemnifiable Proceeding and deliver to the [PARTY A] all legal pleadings and documents necessary to defend the Indemnifiable Proceeding, before bringing a claim for indemnification. If the [PARTY B] fails to notify the [PARTY A] of the Indemnifiable Proceeding the [PARTY A] will be relieved of its indemnification obligations to the extent the [PARTY A] was prejudiced by the [PARTY B]'s failure.

Defense. In addition to indemnifying the [PARTY B] against all Indemnifiable Losses, the [PARTY A] may defend the [PARTY B] against the Indemnifiable Proceeding. To assume the defense, the [PARTY A] must promptly notify the [PARTY B] that it is doing so. 

Authority to Contest, Pay, or Settle. The [PARTY A] may contest, pay, or settle the Indemnifiable Proceeding without obtaining the [PARTY B]'s consent, only if the [PARTY A]'s decision (1) does not require the [PARTY B] to make any admission that it acted unlawfully, (2) does not effect any other legal proceeding against the [PARTY B], (3) provides that the claimant's monetary damages are paid in full by the [PARTY A], and (4) requires claimant release the [PARTY B] from all liability under the Indemnifiable Proceeding. 

Exclusive Remedy. The [PARTY B]'s right to indemnification is the exclusive remedy available in connection with the Indemnifiable Proceedings.

Definitions

“Indemnifiable Proceeding” means any judicial, administrative, or arbitration action, suit, claim, investigation, or proceeding against the [PARTY B] arising out of this agreement and relating to:

any third party claim or proceeding brought against one party, including those based on product liability, infringement, use of goods or services, or personal injury or death;

any claim or proceeding brought by any governmental agency;

any claim alleging grossly negligent act or omission or willful conduct of the other party;

any claim arising from [specified covered claim(s)].

“Indemnifiable Losses” means the aggregate of Losses and Litigation Expenses.

“Loss” means any amount awarded in, or paid in settlement of, any Indemnifiable Proceeding, including any interest accrued, but excluding any Litigation Expenses.

“Litigation Expense” means any reasonable out-of-pocket expense incurred in defending an Indemnifiable Proceeding or in any related investigation or negotiation, including court filing fees, court costs, arbitration fees, witness fees, and attorneys’ and other professionals’ fees and disbursements.

 Mutual Indemnification. Each party (as "Indemnitor") shall indemnify the other party (as "Indemnitee") against all losses arising out of any third-party proceeding and relating to this agreement.

Indemnification

Direct Claim Indemnification. Each party (as "Indemnitor") shall indemnify the other party (as "Indemnitee") against all Indemnifiable Losses arising out of any Indemnifiable Proceeding.

Notice. The Indemnitee shall promptly notify the Indemnitor of the Indemnifiable Proceeding, and deliver to the Indemnitor all legal pleadings and documents necessary to defend the Indemnifiable Proceeding, before bringing a claim for indemnification. If the Indemnitee fails to notify the Indemnitor of the Indemnifiable Proceeding, the Indemnitor will be relieved of its indemnification obligations to the extent the Indemnitor was prejudiced by the Indemnitee's failure.

Exclusive Remedy. The Indemnitee's right to indemnification is the exclusive remedies available in connection to Indemnifiable Proceedings.

Definitions

“Indemnifiable Proceeding” means any judicial, administrative, or arbitration action, suit, claim, investigation, or proceeding against the Indemnitee arising out of this agreement and relating to:

any breach of any representation or warranty contained in this agreement;

any breach or violation of any covenant or other obligation under this agreement or applicable law;

any claim alleging grossly negligent act or omission or willful conduct of the other party.

(b) “Indemnifiable Losses” means the aggregate of Losses and Litigation Expenses.

“Loss” means any amount awarded in, or paid in settlement of, any Indemnifiable Proceeding, including any interest accrued, but excluding any Litigation Expenses.

“Litigation Expense” means any reasonable out-of-pocket expense incurred in defending an Indemnifiable Proceeding or in any related investigation or negotiation, including court filing fees, court costs, arbitration fees, witness fees, and attorneys’ and other professionals’ fees and disbursements.

Limits and Exclusions

Minimum Indemnifiable Losses. The Indemnitor need not indemnify the Indemnitee against Indemnifiable Losses that are less than [MINIMUM INDEMNIFIABLE LOSS AMOUNT].

Maximum Indemnifiable Losses. The Indemnitor need not indemnify the Indemnitee against Indemnifiable Losses that are more than [MAXIMUM INDEMNIFIABLE LOSS AMOUNT].

Exclusions. The Indemnitor need not indemnify the Indemnitee against Indemnifiable Losses to the extent the Indemnitee acted unlawfully, negligently, or intentionally to cause those Indemnifiable Losses.

Indemnification

Indemnification by [PARTY B]. The [PARTY B] shall indemnify the [PARTY A] against all losses and expenses arising out of any proceeding:

brought by either a third party or the [PARTY A]; and

that arises out of any breach by the [PARTY B] of its obligations, representations, warranties, or covenants under this agreement.

Mutual Indemnification. Each party (as an "Indemnifying Party") shall indemnify the other (as an "Indemnified Party") against all losses arising out of any proceeding:

brought by either a third party or an Indemnified Party; and

that arises out of the Indemnifying Party's willful misconduct or gross negligence.

Indemnification

[PARTY A] Indemnification. The [PARTY A] shall indemnify the [PARTY B] against all Indemnifiable Losses arising out of any Indemnifiable Proceeding.

Defense. In addition to indemnifying the [PARTY B] against all Indemnifiable Losses the [PARTY A] shall defend the [PARTY B] against any Indemnifiable Proceeding. The [PARTY A] shall reimburse the [PARTY B] for any resaonable Litigation Expenses incurred by the [PARTY B] in connection with the Indemnifiable Proceedings before the [PARTY A] assumes the defense of the Indemnifiable Proceeding, except for any expenses incurred by the [PARTY B]'s failure to promptly notify the [PARTY A] of the Indemnifiable Proceeding.

Authority to Contest, Pay, or Settle. The [PARTY A] shall obtain the [PARTY B]'s consent before making any decision to contest, pay, or settle an Indemnifiable Proceeding.

Non-Exclusive Remedy. The [PARTY B]'s right to indemnification is not exclusive, but in addition to any other remedies available to the [PARTY B].

Definitions

“Indemnifiable Proceeding” means any judicial, administrative, or arbitration action, suit, claim, investigation, or proceeding against the [PARTY B] arising out of this agreement and relating to:

any third party claim or proceeding brought against one party, including those based on product liability, infringement, use of goods or services, or personal injury or death;

any claim or proceeding brought by any governmental agency;

any claim alleging grossly negligent act or omission or willful conduct of the other party;

any claim arising from [specified covered claim(s)].

“Indemnifiable Losses” means the aggregate of Losses and Litigation Expenses.

“Loss” means any amount awarded in, or paid in settlement of, any Indemnifiable Proceeding, including any interest accrued, but excluding any Litigation Expenses.

“Litigation Expense” means any reasonable out-of-pocket expense incurred in defending an Indemnifiable Proceeding or in any related investigation or negotiation, including court filing fees, court costs, arbitration fees, witness fees, and attorneys’ and other professionals’ fees and disbursements.

General Provisions

Entire Agreement. This agreement (together with the documents [referred to in this Agreement] [listed on Exhibit A]) constitute(s) the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements, representations and understandings of the parties, written or oral.

Entire Agreement. This agreement, together with the attached exhibits and schedules, constitutes the entire agreement of the parties with respect to its subject matter and supersedes all prior agreements, understandings, inducements, or conditions between the parties[, other than the Confidentiality Agreement]. This agreement supersedes anyinconsistent course of performance or usage of the trade.

Entire Agreement. This agreement contains all the terms agreed to by the parties relating to its subject matter. It replaces all previous discussions, understandings, and agreements.

Counterparts. This agreement

may be signed in any number of counterparts, each of which is an original and all of which taken together form one single document, and

shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party.

Counterparts. This agreement may be signed in any number of counterparts, each of which is an original and all of which taken together form one single document. Signatures delivered by email in PDF format or facsimile shall be effective.

Counterparts. This agreement may be signed in any number of counterparts, each of which is an original and all of which taken together form one single document.

Amendment. [PARTY A] may amend the terms and conditions of this agreement at any time by reasonable notice, including without limitation by posting revised terms on its website at the URL [URL], which amended terms and conditions shall be binding upon [PARTY B].

Amendment. This agreement may be amended only by a written instrument executed by the party against whom the amendment is to be enforced.

Amendment. This agreement may be amended only by a written instrument executed by [TITLE OR POSITION OF AUTHORIZED INDIVIDUAL] of each party.

Amendment

Before the Effective Time. Before the Effective Time, this agreement may be amended by either the Parent Board of Directors or Company Board of Directors.

After the Effective Time.  After the Effective Time, this agreement may only be amended by the Parent Board of Directors or Company Board of Directors with the prior written approval by the Company Shareholders, if such approval is required by the [APPLICABLE STATUTE].

Method of Amendment. This agreement can be amended only by a written instrument signed on behalf of both parties. 

Amendment. This agreement may be amended only by written consent of the Company and Stockhoolders of at least [66%] of the outstanding shares of Common Stock. Any consent will only be effective in the specific instance and purpose for which it was given and shall not constitute continuing consent.

Amendment. This agreement can be amended only by a written instrument signed on behalf of both parties.

No Partnership. Nothing in this Agreement creates a partnership or joint venture between the parties.

No Partnership. [The [PARTY B] is an independent contractor. ]Nothing contained in this agreement creates a partnership, joint venture,[ employer/employee,] principal-and-agent, or any similar relationship between the parties.

Assignment. The [PARTY B] may not assign this agreement or any of its rights or obligations under this agreement without the [PARTY A]'s prior written consent. The [PARTY A] may assign this agreement or any of its rights or obligations under this agreement, effective upon Notice to the [PARTY B].

Assignment. [PARTY B] may not assign this agreement or any of its rights or obligations under this agreement without [PARTY A]'s prior written consent. [PARTY A] may assign this agreement or any of its rights and obligations under this agreement, effective upon Notice to [PARTY B],

to any subsidiary or affiliate, or

in connection with any sale, transfer, or other disposition of all or substantially all of its business or assets but only if the assignee assumes all of [PARTY A]'s obligations.

Assignment. Neither party may assign this agreement or any of their rights or obligations under this agreement without the prior written consent of the other party.

Assignment and Successors

Assignment. Neither party may assign this agreement or any of their rights or obligations under this agreement without the prior written consent of the other party.

Successors. This agreement benefits and binds the parties and their respective heirs, successors, and permitted assigns.

Notices

Form of Notice. All notices and other communications between the parties must be in writing.

Method of Notice. All notices must be given by (i) personal delivery, (ii) a nationally-recognized, next-day courier service, (iii) first-class registered or certified mail, postage prepaid[, (iv) fax][ or (v) electronic mail] to the party's address specified in this agreement, or to the address that a party has notified to be that party's address for the purposes of this section.

Receipt of Notice. A notice given in accordance with this agreement will be effective upon receipt by the party to which it is given or, if mailed, upon the earlier of receipt and the fifth business day following mailing. 

Governing Law. This agreement, and any dispute arising out of the [SUBJECT MATTER OF THE AGREEMENT], shall be governed by laws of the State of [GOVERNING LAW STATE].

Governing Law.

Applicable Law. This agreement will be governed by and construed in accordance with the substantive laws in force in:

the State of California, if a license to the Software is purchased when you are in the United States, Canada, or Mexico; or

Japan, if a license to the Software is purchased when you are in Japan, China, Korea, or other Southeast Asian country where all official languages are written in either an ideographic script (e.g., hanzi, kanji, or hanja), and/or other script based upon or similar in structure to an ideographic script, such as hangul or kana; or

England, if a license to the Software is purchased when you are in any jurisdiction not described above.

Jurisdiction. The respective courts of Santa Clara County, California when California law applies, Tokyo District Court in Japan, when Japanese law applies, and the competent courts of London, England, when the law of England applies, shall each have non-exclusive jurisdiction over all disputes relating to this agreement.

United Nations Convention on Contracts. This agreement will not be governed by the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

Governing Law. This agreement shall be governed, construed, and enforced in accordance with the laws of the State of [GOVERNING LAW STATE], without regard to its conflict of laws rules.

Equitable Relief. The parties acknowledge that if either party violates the specific obligations of this agreement, it could lead the other party to suffer irreparable harm, that is, harm for which monetary damages would be an inadequate remedy. Further, the parties acknowledge that if in order to obtain [TYPE OF EQUITABLE RELIEF REQUESTED] the injured party was required to prove irreparable harm, the delay needed to prove irreparable harm could increase the harm the injured party would suffer. Therefore, parties intend that if either party violates the specific obligations of this agreement, then for the purposes of determining whether to grant equitable relief any court should assume that that violation would cause injured party irreparable harm.

Equitable Relief

Acknowledgment of Irreparable Harm. The parties acknowledge that its breach or threatened breach of its obligations under sections [CONFIDENTIALITY], [NON-COMPETITION], and [NON-SOLICITATION][OTHER SPECIFIED OBLIGATIONS] would result in irreparable harm to the other party, that is, harm that could not be adequately relieved by money damages alone.

Intent to Allow for Equitable Remedies. Accordingly, the parties intend, and hereby agree that after any breach of the obligations listed above, the non-breaching party may request any applicable equitable remedies from a court, including injunctive relief, without the need for it to post any security.

Equitable Relief

Acknowledgement of Irreparable Harm. The parties acknowledge that breach or threatened breach of any of the obligations in this agreement would result in irreparable harm to the non-breaching party, that is, harm that could not be adequately relieved by monetary damages only.

Intent to Allow for Equitable Remedies. Accordingly, the parties intend, and hereby agree that after such breach, the non-breaching party may request from a court any applicable equitable remedies, including injunctive relief, without the need to post any security.

Waiver. A party's failure or neglect to enforce any of rights under this agreement will not be deemed to be a waiver of that party's rights.

Written Waivers. A waiver or extension is only effective if it is in writing and signed by the party granting it.

No General Waivers. A party's failure or neglect to enforce any of its rights under this agreement will not be deemed to be a waiver of that or any other of its rights.

No Course of Dealing. No single or partial exercise of any right or remedy will preclude any other or further exercise of any right or remedy.

20.10. Force Majeure

(a) No Liability. Neither party will be liable for performance delays nor for non-performance due to causes beyond its reasonable control, except for payment obligations.

(b) Best Efforts to Cure. In the event of a threatened default or default as a result of any cause beyond its reasonable control, the defaulting party shall nonetheless exercise its best efforts to avoid and cure such default.

(c) Right to Terminate. In the event such an event prevents performance thereunder for a period in excess of ninety (90) days, then the non-defaulting party may elect to terminate this Agreement and/or cancel or suspend any Purchase Orders thereunder by a written notice to the defaulting party.

1.1.Force Majeure. A party shall not be liable for any failure of or delay in the performance of this Agreement for the period that such failure or delay is

(a) beyond the reasonable control of a party,

(b) materially affects the performance of any of its obligations under this agreement, and

(c) could not reasonably have been foreseen or provided against,

but does not include general economic or other conditions affecting financial markets generally.

1.1. Force Majeure. Neither party will be liable for performance delays nor for non-performance due to causes beyond its reasonable control, except for payment obligations.

Severability. If any part of this agreement is declared unenforceable or invalid, the remainder will continue to be valid and enforceable.

Survival. The parties' obligations under the[CONFIDENTIALITY OBLIGATIONS], [NON-COMPETITION OBLIGATION], and [EFFECT OF TERMINATION] will survive the [TERMINATION, EXPIRATION, CLOSING DATE] of this agreement.

Survival

Survival of Core Clauses. The parties' obligations under the [CONFIDENTIALITY OBLIGATIONS], [NON-COMPETITION OBLIGATION], and [EFFECT OF TERMINATION] will survive the [TERMINATION, EXPIRATION, CLOSING DATE] of this agreement.

Survival of Representations, Warranties, and Covenants. The representations, warranties, and covenants of the parties contained in this agreement or in any certificate delivered by them under this agreement will survive the [TERMINATION, EXPIRATION, CLOSING DATE] of this agreement for [SURVIVAL TIME PERIOD][.][, except for:

[ENUMERATED LIST OF REPRESENTATIONS, WARRANTIES, AND/OR COVENANTS THAT WILL SURVIVE SHORTER OR LONGER ].]

Survival

Survival of Core Clauses. The parties' obligations under the [CONFIDENTIALITY OBLIGATIONS], [NON-COMPETITION OBLIGATION], and [EFFECT OF TERMINATION] will survive the [TERMINATION, EXPIRATION, CLOSING DATE] of this agreement.

Survival of Representations, Warranties, and Covenants. The representations, warranties, and covenants of the parties contained in this agreement or in any certificate delivered by them under this agreement will survive the [TERMINATION, EXPIRATION, CLOSING DATE] of this agreement for [SURVIVAL TIME PERIOD][.][, except for:

[ENUMERATED LIST OF REPRESENTATIONS, WARRANTIES, AND/OR COVENANTS THAT WILL SURVIVE SHORTER OR LONGER ].]

Survival of Indemnification Obligations. The parties' indemnification obligations under the [INDEMNIFICATION CLAUSE] will survive the [TERMINATION, EXPIRATION, CLOSING DATE] of this agreement with respect to any indemnifiable proceedings (whether related to direct claims between the parties or to third-party claims) the Indemnified Party has notified the Indemnifying Party of before the termination of the applicable survival period listed above.

Headings. The section headings contained in this agreement are for reference purposes only and shall not affect the meaning or interpretation of this agreement.

Attorney Fees. In the event of any action arising out of or relating to this agreement, [PARTY A] shall bear all expenses, including reasonable attorneys fees, incurred in connection with such action.

Attorney Fees. In the event of any action arising out of or relating to this agreement, each party shall bear its own expenses, including reasonable attorneys fees, incurred in connection with such action.

Attorney Fees. If either party brings legal action to enforce its rights under this agreement, the prevailing party will be entitled to recover its expenses (including reasonable attorneys' fees) incurred in connection with the action and any appeal.

This agreement has been signed by the parties.

[PARTY A NAME]

Name: [PARTY A SIGNATORY NAME]

Title: [PARTY A SIGNATORY TITLE]

[PARTY B NAME]

Name: [PARTY B SIGNATORY NAME]

Title: [PARTY B SIGNATORY TITLE]

Overview

A Software License Agreement is a contract by which a copyright owner (licensor) licenses the use of a particular piece of software to another (licensee). It can be useful to think of a Software License Agreement in a spectrum from an End User License Agreement (EULA) to a Software Development Agreement. EULAs apply to common, commercial software, such as an operating system for a personal computer, a video game, or other personal computer application. On the opposite end of the spectrum is a Software Development Agreement, under which a customer contracts a developer to develop a unique piece of software, tailored to the precise needs of the customer’s business.

Between the EULA and Software Development Agreement is the Software License Agreement, which is a license for software that is more complicated than that available at a commercial retailer, but not a unique piece of software developed specifically for the licensee. For example, enterprise software, point-of-sale systems, and internal human resources systems would typically be licensed under a Software License Agreement, rather than an EULA, so long it was not uniquely-developed under a Software Development Agreement. The differences between an EULA and Software License are subtle, but a Software License typically has more robust maintenance and support provisions that guarantee the licensor will train the licensee’s employees to use the software, and provide maintenance and other support through the life of the software.

Software is copyrightable as a literary work under 17 U.S.C. § 107(a)(1). Thus, the basis of a Software License Agreement is a grant of copyright license to the licensee; use of the software is conditioned upon the licensee accepting and complying with the terms of the Software License Agreement, and the license will sometimes include limited rights to reproduce the software for the licensee’s internal use.

Key issues in a Software License Agreement

  • Upgrades and Enhancements. A common issue is how upgrade and new versions of the licensed software are handled under the agreement. For example, if during the life of the license agreement for version 1.0 of the Licensed Software the licensor releases a 2.0 version, does the original license provide for the ability to switch to the new version? Can the licensee license the new version for a discounted rate? Or does the agreement have nothing to do with future versions of the software? Minor patches and routine upgrades should be provided free of charge to the licensee. Often the agreement sets a time period (say one year) within which upgrades are provided to the licensee for free, but after which the licensee must obtain upgrades at a price either specified by the licensor, or specified in the agreement itself.
  • Support and Maintenance. A key difference between a EULA and Software License Agreement is the amount of support and maintenance provided by the licensor. Because the importance and complexity of software licensed under a software license agreement it more common to include robust support and maintenance clauses, in which the licensor agrees to provide support and maintenance services to the licensee. The services can be guaranteed for the life of the agreement, or could initially last a single year, with options to renew for or below cost.
  • Installation, Training, and Bug Fixes. Software License Agreements commonly include requirements for the licensor to initially instal the licensed software, train the licensee and the licensee’s employees in using the software, and fix simple bugs in the software free-of-charge. These guarantees are very important for a licensee in a Software License Agreement, and thus the agreement should cover each of these explicitly.
    • Installation. The license should make clear whether installation by the licensor is included in the price. Often the licensor will want to state the minimum hardware requirements (and any third-party software requirements) that the user must satisfy to run the software.
    • Training. Like the initial installation, the agreement should specify which, if any, trainings are included in the license fee. It is not unusual for the parties to agree upon initial trainings, for the licensee and current employees, that are covered by the license fee, and agree on a price and method for arranging future trainings.
    • Bug Fixes. Handling bug fixes is very important to the licensee, but also an area which could see substantial push from the licensor. Of course the licensee wants provisions that bugs will be fixed at no charge. However, no software is ever bug-free and the licensor will not want to limit its obligation to fix bugs to those that have a significant effect on using the software. Defining this can be tricky.
      • Limitations on Bug Fixes. Often the licensor will want to restrict fixes to bugs that prevent the software from materially accomplishing the tasks it is supposed to (often as set out in the brochures), with the licensor having the right to make determine this in its sole discretion. The licensee probably will want the right to take the issue to arbitration if it disagrees with the licensor’s decision.
      • Categorization of Bugs. Sometimes bugs are divided into categories based on how important they are, with the licensor required to fix a given bug within a specified period of time depending on the criticality of the bug.
  • Warranties. The warranties under a software license agreement may range from none (or "as-is") in the case of a free or low-cost EULA to comprehensive guarantees. When given, the warranties may include:
    • Media. A warranty may simply cover the media on which the software is delivered.
    • Performance. A warranty may assure that the software operates in conformity with its documentation.
    • Support. A warranty may cover support services.
    In each case, the warranties may be limited for a period of time.