Software SSO License Agreement

Software SSO License Agreement

Parties

This Software SSO License Agreement ("Agreement") is entered into by and between:

Recitals

WHEREAS, Licensor is the owner or authorized distributor of a proprietary single sign-on software platform and related components and documentation (the "Software"); and

WHEREAS, Licensee desires to obtain, and Licensor desires to grant, a limited license to deploy and use the Software solely for Licensee's internal authentication and identity federation needs, subject to the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend for this Agreement to define the scope of rights, payment obligations, confidentiality protections and the respective duties of the parties.

Grant of License

Subject to full payment of fees and compliance with this Agreement, Licensor hereby grants to Licensee a non-exclusive, non-transferable, limited license to install and use the Software for single sign-on (SSO) authentication for Licensee's internal users and authorized third parties, in accordance with the permitted user count and usage limits set forth in this Agreement.

Scope of Work

The parties agree that Licensor will deliver the Software, onboarding assistance, and configuration services necessary to enable SSO integration as described below. Licensee accepts that any additional integrations or custom development beyond the described scope will be subject to separate written agreement and additional fees.

Payment Terms

License fees, implementation fees, and any recurring subscription fees are due in accordance with the terms below. All amounts are payable in lawful currency and are non-refundable unless expressly stated.

Licensor will invoice Licensee according to the payment schedule. Amounts not paid when due shall accrue interest at the rate specified above or, if no rate is specified, at the maximum rate permitted by law. Licensee is responsible for all taxes (other than taxes based on Licensor's net income).

Support and Maintenance

Licensor will provide software updates and commercially reasonable technical support as described in the Scope of Work or an attached support addendum. Emergency support response times and service levels, if applicable, shall be set forth in the Scope of Work.

Term and Termination

This Agreement shall commence on and, unless earlier terminated in accordance with this Agreement, shall continue until .

Either party may terminate this Agreement for material breach if the breaching party fails to cure the breach within days after written notice. Either party may terminate for insolvency, bankruptcy, or cessation of operations upon written notice.

Upon termination, Licensee shall cease use of the Software, return or securely destroy all confidential materials of Licensor and pay all outstanding fees through the effective date of termination. Provisions that by their nature survive termination shall continue in effect.

Confidentiality

Each party shall keep confidential and shall not disclose to any third party any non-public information disclosed by the other party that is marked confidential or would reasonably be considered confidential under the circumstances ("Confidential Information"). Confidential Information shall be used only for performance of this Agreement. Confidentiality obligations shall survive for years following termination.

Exceptions: Confidential Information does not include information that is (a) publicly known through no fault of the receiving party, (b) rightfully received from a third party without restriction, or (c) independently developed by the receiving party without use of the disclosing party's Confidential Information.

Intellectual Property and Restrictions

Licensor retains all right, title and interest in and to the Software and any derivative works, including all intellectual property rights. Licensee shall not: (a) reproduce or distribute the Software except as permitted by this Agreement; (b) decompile, reverse engineer or otherwise attempt to derive source code from the Software except to the extent expressly permitted by applicable law; or (c) sublicense, transfer or assign the license except as expressly permitted in writing by Licensor.

Indemnification and Limitation of Liability

Each party shall indemnify the other for third-party claims arising from breach of representations, willful misconduct or gross negligence. Licensor will defend Licensee against any claim that the Software, as delivered, infringes a third-party patent or copyright and will indemnify for final judgments, subject to Licensor's control of the defense and to Licensee's cooperation. EXCEPT FOR LIABILITY ARISING FROM WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE FEES PAID BY LICENSEE TO LICENSOR IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of without regard to its choice-of-law rules. The parties submit to the exclusive jurisdiction of the courts located in the chosen jurisdiction for resolution of disputes arising under this Agreement.

Entire Agreement; Amendments

This Agreement, including all exhibits and appendices, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

Notice

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate by notice in accordance with this provision.

Execution

The parties below represent that they have authority to enter into this Agreement on behalf of the party for which they sign.

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