Software License Agreement

Introduction

This Software License Agreement (the "Agreement") is entered into as of [Date] by and between [Licensor Name], a company organized under the laws of [Jurisdiction] ("Licensor"), and [Licensee Name], a company or individual located at [Address] ("Licensee"). This Agreement sets forth the terms and conditions under which the Licensee may use the software provided by the Licensor.

New paragraph without track change.

The new paragraph is here 

Definitions
 

Lorem ipsum dolor sit amet

For the purposes of this Agreement, the following terms shall have the meanings set forth below:

• Licensor: Refers to [Licensor Name], the owner and provider of the Software.
• Licensee: Refers to [Licensee Name], the individual or entity receiving the right to use the Software.
• Software: Refers to [Software Name], version [X.X], including all associated documentation, updates, and upgrades provided by the Licensor.
• License Fee: Refers to the amount payable by the Licensee to the Licensor in exchange for the rights granted under this Agreement.
• Confidential Information: Refers to any non-public technical, business, or financial information disclosed by either party in connection with this Agreement.

Grant of License

Subject to the terms and conditions of this Agreement, Licensor hereby grants Licensee a non-exclusive, non-transferable, limited license to install and use the Software solely for Licensee's internal business purposes. This license does not include the right to sublicense, modify, reverse engineer, or distribute the Software without prior written consent from the Licensor.

The Licensee may install the Software on up to [number] devices or users within the Licensee's organization. Any use beyond the scope of this license requires a separate written agreement with the Licensor.

Restrictions

The Licensee shall not:

• Copy, reproduce, or duplicate the Software except for reasonable backup purposes.
• Sell, rent, lease, sublicense, or otherwise transfer rights to the Software to any third party.
• Remove or alter any proprietary notices, labels, or marks on the Software.
• Use the Software for any unlawful purpose or in violation of any applicable regulations.

Terms and Conditions

1. Term: This Agreement shall be effective as of [Date] and shall remain in effect for a period of [X] year(s), unless terminated earlier as provided herein. Upon expiration, the Agreement may be renewed by mutual written consent of both parties.

2. Payment: Licensee shall pay Licensor a License Fee of $[Amount] per [year/month], due within [30] days of the invoice date. Late payments shall accrue interest at a rate of [X]% per month. All fees are non-refundable unless otherwise agreed in writing.

3. Confidentiality: Both parties agree to hold each other's Confidential Information in strict confidence and not to disclose it to any third party without prior written consent. This obligation shall survive the termination of this Agreement for a period of [X] years.

4. Warranty Disclaimer: The Software is provided "as is" without warranty of any kind, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement. Licensor does not warrant that the Software will be error-free or uninterrupted.

5. Limitation of Liability: In no event shall Licensor be liable for any indirect, incidental, special, or consequential damages arising out of or related to this Agreement or the use of the Software, even if advised of the possibility of such damages. Licensor's total liability shall not exceed the total License Fees paid by Licensee in the [12] months preceding the claim.

6. Intellectual Property: The Software and all copies thereof are proprietary to Licensor and title thereto remains with Licensor. All rights in the Software not specifically granted in this Agreement are reserved to Licensor. Licensee acknowledges that no title to the intellectual property in the Software is transferred under this Agreement.

Termination

This Agreement may be terminated by either party upon [30] days written notice if the other party breaches any material provision of this Agreement and fails to cure such breach within the notice period. Upon termination, Licensee must immediately cease all use of the Software and destroy or return all copies to Licensor. Licensor may also terminate this Agreement immediately if Licensee becomes insolvent or files for bankruptcy. Termination shall not relieve Licensee of its obligation to pay any outstanding License Fees.

Dispute Resolution

Any dispute arising out of or relating to this Agreement shall first be addressed through good-faith negotiation between the parties. If the dispute cannot be resolved within [30] days, the parties agree to submit the matter to binding arbitration in [Jurisdiction] in accordance with the rules of [Arbitration Body]. The decision of the arbitrator shall be final and binding on both parties.

Applicable Law

This Agreement shall be governed by and construed in accordance with the laws of [Jurisdiction], without regard to its conflict of law principles. Any legal proceedings not subject to arbitration shall be brought exclusively in the courts located in [Jurisdiction], and both parties hereby consent to the personal jurisdiction of such courts.

General Provisions

Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements, representations, and understandings, whether written or oral.

Amendments: This Agreement may not be modified or amended except by a written instrument signed by authorized representatives of both parties.

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

Waiver: Failure by either party to enforce any provision of this Agreement shall not constitute a waiver of future enforcement of that or any other provision.

Notices: All notices under this Agreement shall be in writing and delivered to the addresses set forth above, or such other address as either party may designate in writing.

Signatures

By signing below, the parties agree to be bound by the terms and conditions of this Agreement.

Licensor: _____________________________    Date: _______________

Licensee: _____________________________    Date: _______________