Software Licensing Agreement

SOFTWARE LICENSING AGREEMENT

This Software Licensing Agreement (the "Agreement") is made effective as of by and between Licensor Name: , with principal place of business at Licensor Address: , and Licensee Name: , with principal place of business at Licensee Address: .

RECITALS

WHEREAS, Licensor has developed or acquired certain software described as Software Name: , Version: (the "Software"), and owns all intellectual property rights therein; and

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

WHEREAS, the parties intend for this Agreement to set forth the entire understanding between them with respect to the license, support, and related matters.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Documentation" means the user manuals, technical specifications, installation instructions, and other materials provided by Licensor that describe the operation and use of the Software.

1.2 "Territory" means .

2. GRANT OF LICENSE

2.1 License Grant. Subject to the terms and conditions of this Agreement and payment of all fees, Licensor hereby grants to Licensee a Exclusive Non-Exclusive, Transferable Non-Transferable license to use the Software in object code form solely for Licensee's internal business purposes within the Territory and for the number of Permitted Users: .

2.2 Scope Limitations. The license does not include the right to distribute, sell, sublicense (except as expressly permitted herein), lease, lend, time-share, or otherwise transfer the Software to third parties except as expressly permitted by this Agreement.

3. LICENSE RESTRICTIONS

Licensee shall not: (a) reverse engineer, decompile, disassemble or otherwise attempt to derive source code from the Software, except to the extent permitted by mandatory law; (b) remove or alter any proprietary notices or labels; (c) alter the Software or create derivative works except as authorized in writing by Licensor; or (d) use the Software to provide services to third parties except under a separately executed services agreement.

4. DELIVERY, INSTALLATION, AND ACCEPTANCE

4.1 Delivery. Licensor shall deliver the Software in the agreed media or by electronic delivery no later than Delivery Date: .

4.2 Acceptance. Licensee shall have an acceptance period of days following installation to test the Software. If Licensee notifies Licensor in writing of any material nonconformity within the acceptance period, Licensor shall use commercially reasonable efforts to cure such nonconformity. Failure to notify Licensor within the acceptance period shall constitute acceptance.

5. FEES AND PAYMENT

5.1 License Fee. In consideration for the license granted herein, Licensee shall pay Licensor a license fee of USD (the "License Fee") in accordance with the Payment Terms set forth below.

5.2 Taxes and Withholding. Licensee shall be responsible for all taxes (other than Licensor's income taxes) and duties arising from this Agreement and payments made hereunder.

6. MAINTENANCE AND SUPPORT

6.1 Support Services. Licensor shall provide maintenance and support services described as:

6.2 Support Fees. Any fees for maintenance and support shall be as set forth: .

7. INTELLECTUAL PROPERTY

7.1 Ownership. Licensor retains all right, title, and interest in and to the Software, Documentation, and all copies, modifications and derivative works thereof. Nothing in this Agreement shall be construed to convey to Licensee any ownership rights in the Software other than the limited license expressly granted herein.

7.2 Feedback. All suggestions, enhancements, or feedback provided by Licensee concerning the Software shall be the exclusive property of Licensor, and Licensee hereby assigns all right, title, and interest in such feedback to Licensor.

8. CONFIDENTIALITY

8.1 Confidential Information. "Confidential Information" means non-public information disclosed by a party that is designated as confidential or that reasonably should be understood to be confidential. The receiving party shall protect Confidential Information of the disclosing party with at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care.

9. WARRANTIES; DISCLAIMER

9.1 Licensor Warranty. Licensor warrants that it has the right to grant the license granted herein and that, for a period of days after acceptance, the Software will substantially conform to the Documentation. Licensee's sole and exclusive remedy for breach of this warranty shall be repair or replacement of the Software to bring it into substantial conformity.

9.2 Disclaimer. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 9.1, THE SOFTWARE IS PROVIDED "AS IS" AND LICENSOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

10. LIMITATION OF LIABILITY

10.1 Exclusion of Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Cap. LICENSOR'S AGGREGATE LIABILITY FOR DIRECT DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY LICENSEE TO LICENSOR UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

11. INDEMNIFICATION

11.1 Licensor Indemnity. Licensor shall defend and indemnify Licensee from and against any third party claim that the Software, as delivered by Licensor, infringes a third party's intellectual property rights, provided that Licensee (a) gives prompt written notice of the claim, (b) allows Licensor to control the defense and settlement, and (c) provides reasonable cooperation and information.

11.2 Licensee Indemnity. Licensee shall defend and indemnify Licensor for claims arising from Licensee's misuse of the Software, breach of this Agreement, or use in combination with other products where the infringement would not have occurred but for such combination.

12. TERM AND TERMINATION

12.1 Term. This Agreement shall commence on the Effective Date and shall continue for a term of unless earlier terminated in accordance with this Agreement.

12.2 Termination for Cause. Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for a period of days after written notice specifying the breach.

12.3 Insolvency. Either party may terminate this Agreement upon written notice in the event the other party becomes insolvent, makes an assignment for the benefit of creditors, or files or has filed against it a petition in bankruptcy that is not dismissed within sixty (60) days.

13. EFFECT OF TERMINATION

Upon termination or expiration, Licensee shall cease all use of the Software, return or certify destruction of all copies of the Software and Documentation in Licensee's possession within days, and pay any amounts owing for periods prior to termination. Sections concerning confidentiality, indemnity, payment, limitation of liability, and ownership shall survive termination.

14. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or by nationally recognized overnight courier to the addresses set forth at the beginning of this Agreement or to such other address as a party may designate by notice to the other.

15. AMENDMENT; WAIVER

This Agreement may be amended only by a written instrument signed by authorized representatives of both parties. No waiver of any breach shall be effective unless in writing, signed by the waiving party, and no waiver shall constitute a waiver of any other breach or of the same breach at another time.

16. ASSIGNMENT

Neither party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other party, except that Licensor may assign this Agreement in connection with a merger, sale of substantially all assets, or corporate reorganization.

17. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles.

18. ENTIRE AGREEMENT; SEVERABILITY

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

19. COUNTERPARTS; ELECTRONIC SIGNATURES

This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Signatures delivered by electronic means (including scanned or electronic signatures) shall be binding and enforceable.

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