Legal SWL Agreement

Legal SWL Agreement

This Legal SWL Agreement (the "Agreement") is made as of between Licensor Name: and Licensee Name: .

Recitals

WHEREAS, Licensor is the owner and developer of certain software, documentation, and related materials described herein and collectively referred to as the "SWL";

WHEREAS, Licensee desires to obtain and Licensor agrees to grant a license to use the SWL on the terms and conditions set forth in this Agreement;

WHEREAS, the parties desire to define their respective rights and obligations with respect to the SWL.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows:

1. Definitions

1.1 "SWL" means the software, object code, source code (if expressly delivered), updates, enhancements, and accompanying materials described in Schedule A and any user documentation delivered under this Agreement.

1.2 "Documentation" means the user manuals, installation instructions and other materials relating to the SWL delivered by Licensor.

2. Grant of License

2.1 Subject to the terms of this Agreement, Licensor hereby grants to Licensee a limited, non-transferable, non-sublicensable non-exclusive exclusive license to use the SWL for Licensee's internal business purposes only.

2.2 The license is limited to the number of users, installations, or servers as set forth in Schedule A. Any use beyond those limits requires a separate written license and payment of additional fees.

3. Scope of Use and Restrictions

3.1 Licensee shall not: (a) copy the SWL except as necessary for backup or archival purposes; (b) sublicense, distribute, lease, rent, or otherwise transfer the SWL; (c) modify, reverse engineer, decompile, or disassemble the SWL except to the extent permitted by applicable law; or (d) remove any proprietary notices or labels.

3.2 Licensee will implement reasonable administrative, technical and physical safeguards to protect the SWL from unauthorized access, use or disclosure.

4. Delivery, Installation and Acceptance

4.1 Licensor shall deliver the SWL in the form and manner described in Schedule A. Delivery shall be deemed complete upon transmission of electronic files or delivery of physical media to Licensee.

4.2 Licensee shall have a period of days following delivery to perform acceptance testing. Failure to provide written rejection with specific defects within the acceptance period shall constitute acceptance.

5. Fees and Payment

6. Intellectual Property Rights

6.1 Licensor retains all right, title and interest in and to the SWL, Documentation and any modifications or derivative works thereof. No ownership rights are conveyed by this Agreement except the limited license expressly granted.

6.2 Licensee shall not challenge Licensor's rights in the SWL or assert any claim of ownership.

7. Warranties and Disclaimers

7.1 Licensor warrants that, for a period of months following acceptance, the SWL will substantially conform to the Documentation. Licensor's sole obligation under this warranty is to use commercially reasonable efforts to correct or provide a workaround for reproducible defects reported in writing.

7.2 EXCEPT AS EXPRESSLY SET FORTH IN SECTION 7.1, THE SWL IS PROVIDED "AS IS" AND LICENSOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

8. Limitation of Liability

8.1 EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR BREACH OF SECTION 6 (INTELLECTUAL PROPERTY) OR LICENSEE'S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT EXCEED THE AMOUNTS PAID BY LICENSEE TO LICENSOR UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

9. Confidentiality

9.1 "Confidential Information" means non-public information disclosed by a party that is designated confidential or that a reasonable person would understand to be confidential given the nature of the information.

9.2 Each party shall protect the other's Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care, and shall not disclose it except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein.

10. Term and Termination

10.1 The term of this Agreement shall commence on the Effective Date and continue for a period of years unless earlier terminated as provided herein.

10.2 Either party may terminate this Agreement on written notice if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

11. Indemnification

11.1 Licensee shall indemnify, defend and hold harmless Licensor from and against any losses, damages, liabilities and expenses (including reasonable attorneys' fees) arising from Licensee's use of the SWL, breach of this Agreement, or any modification of the SWL by Licensee.

11.2 Licensor shall indemnify Licensee for claims that the unmodified SWL, as delivered by Licensor, infringes a third party's issued United States patent or copyright; Licensor's obligations are conditioned on Licensee providing prompt written notice, reasonable cooperation, and sole control of the defense and settlement of the claim.

12. Notices

Notices shall be in writing and delivered by certified mail, overnight courier, or personal delivery to the addresses set forth above and shall be effective upon receipt.

13. Amendments; Waiver; Counterparts

13.1 No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

13.2 Failure or delay by either party to enforce any provision of this Agreement shall not constitute a waiver of that provision or of the right to enforce it subsequently.

13.3 This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

14. Governing Law; Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located in that State for disputes arising under this Agreement.

15. Entire Agreement; Severability

15.1 This Agreement, including Schedule A attached hereto and any exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written.

15.2 If any provision of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect and such provision shall be reformed only to the extent necessary to make it enforceable.

Schedule A — SWL Description and License Parameters

Additional Representations

Corporation    LLC    Individual    Other

Corporation    LLC    Individual    Other

Execution

The parties, intending to be legally bound, have executed this Agreement by their duly authorized representatives as of the Effective Date.

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