Vendor Agreement Licensing

VENDOR AGREEMENT LICENSING

Parties

Vendor Name:    Vendor Address:

Licensee Name:    Licensee Address:

Recitals

WHEREAS, Vendor develops, licenses and distributes certain software, products, services and related materials and maintains rights in intellectual property embodied therein; and

WHEREAS, Licensee desires to obtain a license to use certain Licensed Materials from Vendor, and Vendor is willing to grant such license on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend for this Agreement to govern the license grant, payment, confidentiality, and other obligations between them.

Definitions

For purposes of this Agreement, "Licensed Materials" means the products, software, documentation and related materials to be provided by Vendor as described in the Scope of Work. "Territory" means the geographic area specified in this Agreement. "Confidential Information" has the meaning set forth in the Confidentiality section below.

Scope of Work

License Grant

Subject to the terms and conditions of this Agreement, Vendor hereby grants to Licensee a Exclusive Non-Exclusive license to use the Licensed Materials in the Territory for the Permitted Use set forth below.

Payment Terms

All payments shall be made in lawful currency of the United States unless otherwise agreed in writing. Licensee shall be responsible for any sales, use or withholding taxes where applicable, excluding taxes based on Vendor's net income.

Term and Termination

Effective Date:    Term End Date:

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after receipt of written notice specifying the breach. Termination for insolvency, bankruptcy, or by mutual written agreement shall be permitted as provided herein.

Upon termination, Licensee shall cease all use of Licensed Materials, return or destroy Confidential Information upon Vendor's request, and pay all fees due through the effective date of termination.

Confidentiality

Each party shall keep Confidential Information of the other party in strict confidence and shall not disclose it to any third party except to its employees, contractors or advisors who have a need to know and are bound by obligations of confidentiality no less protective than those set forth in this Agreement. Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, that was known to the receiving party prior to disclosure, or that is independently developed without use of the disclosing party's Confidential Information.

The obligations in this section shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall be protected for so long as they meet the legal definition of a trade secret.

Intellectual Property and Warranties

Vendor retains all right, title and interest in and to the Licensed Materials and any pre-existing or independently developed intellectual property. Licensee receives only the license rights expressly granted in this Agreement. No ownership of Vendor's intellectual property is transferred except as expressly set forth in writing.

Vendor represents that it has the right to grant the license herein and that the Licensed Materials will materially conform to the specifications set forth in the Scope of Work for a period of ninety (90) days following delivery. EXCEPT AS PROVIDED IN THIS SECTION, THE LICENSED MATERIALS ARE PROVIDED "AS IS" AND VENDOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

Indemnification and Limitation of Liability

Each party agrees to indemnify, defend and hold harmless the other party from and against third-party claims arising out of the indemnifying party's breach of this Agreement, negligence, or willful misconduct. The indemnified party shall provide prompt written notice of any claim and shall cooperate in the defense and settlement of such claim.

EXCEPT FOR A PARTY'S INDEMNITY OBLIGATIONS OR WILLFUL MISCONDUCT, IN NO EVENT WILL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY LICENSEE TO VENDOR UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Governing Law

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

Assignment

Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger, sale of substantially all assets, or change of control, provided that the assignee assumes the assigning party's obligations under this Agreement.

Entire Agreement; Amendments

This Agreement, including its Schedules and the Scope of Work, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and understandings, whether written or oral. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

Notices

Miscellaneous

If any provision of this Agreement is found to be invalid or unenforceable, such provision shall be enforced to the maximum extent permitted and the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture or agency relationship.

Sign Now