Software License IP Renewal Form

SOFTWARE LICENSE IP RENEWAL FORM

This Software License IP Renewal Form (the "Renewal") is entered into as of Effective Date: by and between Licensor Name: and Licensee Name: .

RECITALS

WHEREAS, Licensor and Licensee executed a Software License Agreement identified as Agreement No. dated (the "Original Agreement");

WHEREAS, the parties wish to renew the license and confirm continuing arrangements concerning the licensed software, associated intellectual property rights, and any maintenance or support obligations as set forth below and subject to the terms of the Original Agreement as modified by this Renewal;

WHEREAS, the parties intend that this Renewal shall extend the license term and may include amendments to fees, scope, or services as expressly documented herein.

SCOPE OF RENEWAL / LICENSED SOFTWARE

RENEWAL GRANT AND INTELLECTUAL PROPERTY

Subject to payment of the Renewal Fee and continued compliance with the terms of the Original Agreement, Licensor hereby grants to Licensee a renewal of the license described in the Original Agreement for the Renewal Term specified below. Except as expressly amended herein, all rights, title and interest in and to the Software, Source Code (if any), Documentation and all related intellectual property are retained exclusively by Licensor and this Renewal does not transfer any ownership rights to Licensee.

Any Bug Fixes, Enhancements, Modifications or Derivative Works created under this Renewal are deemed Licensed Improvements. Unless otherwise agreed in a written amendment signed by both parties, all right, title and interest in Licensed Improvements shall be the property of Licensor and are hereby assigned or reserved to Licensor as required to effectuate such ownership.

PAYMENT TERMS

TERM AND TERMINATION

Renewal Term: This Renewal shall commence on Start Date: and shall expire on End Date: unless earlier terminated in accordance with this section.

Either party may terminate this Renewal for material breach by the other party if the breaching party fails to cure such breach within the Notice Period specified above after receipt of written notice. Termination of this Renewal does not release Licensee from obligations to pay accrued fees or obligations that by their nature survive termination, including but not limited to confidentiality and IP ownership provisions.

CONFIDENTIALITY

Each party acknowledges that the Software, Source Code, Documentation and any non-public business, technical or financial information disclosed under the Original Agreement or this Renewal is Confidential Information. Receiving party shall not disclose Confidential Information to any third party except to its employees, contractors or advisors with a strict need to know and who are bound by confidentiality obligations at least as protective as those set forth herein. Confidentiality obligations shall survive termination of this Renewal for a period of three (3) years, except that Source Code and technical design materials shall remain confidential for the duration of applicable intellectual property protection.

Confidential Information does not include information that (i) is or becomes generally available to the public other than by breach of this Renewal; (ii) was lawfully in the receiving party's possession prior to receipt from disclosing party; or (iii) is independently developed by the receiving party without reliance on the disclosing party's Confidential Information. A receiving party may disclose Confidential Information if required by law or court order, provided it gives prompt written notice to allow the disclosing party to seek protective relief.

AMENDMENTS TO ORIGINAL AGREEMENT

If no amendments are described above, the parties confirm that IP ownership and license rights remain as stated in the Original Agreement.

REPRESENTATIONS; COMPLIANCE

Each party represents and warrants that it has full corporate power and authority to enter into and perform this Renewal and that performance will not violate any other agreement. Licensee represents that it will use the Software in compliance with export laws and all applicable laws and regulations.

GOVERNING LAW; DISPUTE RESOLUTION

This Renewal and any dispute arising out of or in connection with it shall be governed by the laws of the State of without regard to its conflicts of law principles. The parties agree that jurisdiction and venue for any action shall be the courts located within the same state unless otherwise mutually agreed in writing.

ENTIRE AGREEMENT

This Renewal, together with the Original Agreement and any written amendments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, proposals, representations and agreements, whether written or oral. No amendment to this Renewal shall be effective unless in writing and signed by authorized representatives of both parties.

ADDITIONAL ADMINISTRATIVE INFORMATION

Renew Support & Maintenance
Renew Exclusive License Rights (if applicable)
Assignments Permitted (subject to consent if required by Original Agreement)

CERTIFICATIONS

Each signatory below certifies that they are authorized to bind the party for whom they sign, that the party has read and understands the terms of this Renewal and the Original Agreement, and that, to their knowledge, all representations made herein are true and correct as of the Effective Date.

Sign Now