This agreement is made between two companies whereby one company obtains a
license from the other to use certain software products. This document contains the
material terms and conditions of the agreement including the licensing fee, the term of
the agreement and a limited warranty. It contains numerous standard provisions that
are commonly included in these types of agreements and may be customized to fit the
specific needs of the parties. This document should be used by corporations when
obtaining a license to use software.
LICENSE CONTRACT BETWEEN CORPORATIONS
THIS LICENSE AGREEMENT (the “Agreement”), is made between
______________________ [Instruction: Insert Licensor name.] (the “Licensor”), a Company
duly incorporated under the laws of the State of _______________ [Instruction: Insert state.]
and ______________________ [Instruction: Insert Licensee name.] (the “Licensee”), a
Company duly incorporated under the laws of the State of ______________________.
[Instruction: Insert state.]
WHEREAS this Agreement is for a license of the Software product set out on
SCHEDULE “A” annexed hereto (the “Software”) which the Licensee desires to obtain a license
to use the Software from the Licensor;
AND WHEREAS the Software contains all of the associated media, materials and
documentation which is or may be required by the Licensee;
AND WHEREAS the Licensor is desirous to grant a license to the Licensee to use the
Software which shall also contain any and all updates and upgrades, pursuant to the terms,
conditions and provisions contained herein.
NOW THEREFORE IN CONSIDERATION of the promises and other good and
valuable consideration set forth, the receipt and sufficiency of which is hereby acknowledged,
the parties agree as follows:
1. The Licensee hereby agrees that it shall agree to and be bound to the terms, conditions and
provisions of this Agreement at all times prior to and shall continue to be bound by its terms
upon installing or downloading the Software.
2. The Licensor agrees that it shall grant to the Licensee a non-transferable, non-exclusive
limited license to install and use the Software on the Licensee’s server for the Licensee’s
business purposes (the “License”).
3. The Licensee shall pay to the Licensor a licensing fee of __________ ($_______)
[Instruction: Insert written dollar amount to be paid, followed by numerical
representation of same.] United States Dollars upon execution of this Agreement.
4. The License granted herein shall be limited to _______ (___) [Instruction: Insert written
number of ports, followed by numerical representation of same.] Ports. “Ports” shall
mean a single storage network port that the Software can monitor, control and display.
5. The Licensee shall have the right to make and retain _____ (___) [Instruction: Insert
written number of copies permitted to be made, followed by numerical representation
of same.] copies of the Software, including any updates or upgrades, for use by the Licensee
for backup purposes in the event the Licensee should so require.
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6. The Licensee shall have the right to transfer all of its right and interest in and to this
Agreement provided the Licensee shall provide _______ (___) [Instruction: Insert written
number of required days notice, followed by numerical representation of same.] days
written notice of such transfer to the Licensor and upon the transferee executing an
agreement with the Licensor with the same terms, conditions and provisions contained herein
and paying the applicable licensing fees. Upon the Licensee giving notice to the Licensor
that it intends to transfer its right and interest in and to this agreement to a transferee, and
upon Licensor accepting such transfer, the Licensee agrees to dispose of and destroy all
copies of the Software, including any updates or upgrades that the Licensee may have in its
possession.
7. The Licensee agrees with the Licensor that it shall not at any time do any of the following:
(i) modify the Software in any way;
(ii) create any work which is based on the Software or in any way infringes on the
intellectual property of the Licensee; or
(iii) sell, lease or sublicense the Software to any third party.
8. The term of this Agreement shall be for a continuous existence and duration and shall only
terminate in the event the Licensee fails to comply with any of the terms, provisions and
conditions contained herein. Upon the Licensee breaching any of the terms, provisions and
conditions contained herein, the Licensor shall have the right to immediately terminate this
Agreement and the Licensee, upon notice from Licensor regarding such breach, shall
immediately dispose of and