When entering into a licensing agreement, it is important to have the terms of the agreement clearly spelled out in writing. A sample license agreement text can serve as a helpful guide when drafting a licensing agreement.
Here`s an example of a sample license agreement text:
1. Grant of License
Licensor hereby grants to Licensee a non-exclusive, non-transferable license to use the software product(s) identified in Exhibit A (“Software”) in the manner and for the purposes set forth in this Agreement.
Licensee shall not: (a) use the Software for any illegal purpose; (b) modify, reverse engineer, or decompile the Software, except to the extent that such restriction is expressly prohibited by law; (c) sell, rent, lease, or sublicense the Software; (d) remove or alter any copyright, trademark, or other proprietary notices on the Software; or (e) use the Software in a manner that infringes upon any intellectual property rights of Licensor or any third party.
Licensor retains all rights, title, and interest in and to the Software, including all intellectual property rights. Licensee agrees not to contest or challenge Licensor`s ownership of the Software.
4. Term and Termination
The term of this license shall commence on the Effective Date and shall continue until terminated by either party. Licensor may terminate this license immediately upon written notice to Licensee if Licensee breaches any of the terms of this Agreement. Upon termination, Licensee shall immediately cease all use of the Software and return all copies of the Software to Licensor.
5. Warranties and Disclaimers
Licensor warrants that it has the right to grant the license granted herein and that the Software will perform in accordance with its documentation. Licensor does not warrant that the Software will be error-free or that Licensee`s use of the Software will be uninterrupted. The Software is provided “AS IS,” and Licensor disclaims all warranties, express or implied, including without limitation, warranties of merchantability, fitness for a particular purpose, and non-infringement.
6. Limitation of Liability
Licensor shall not be liable for any damages arising out of or in connection with the use or inability to use the Software. In no event shall Licensor`s liability for any damages exceed the license fee paid by Licensee for the Software.
This Agreement shall be governed by and construed in accordance with the laws of the State of [Jurisdiction], without giving effect to its conflicts of law provisions. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written. This Agreement may not be amended except in writing signed by both parties. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
In conclusion, having a well-drafted license agreement is essential to protect the rights of both parties involved in the licensing transaction. The sample license agreement text provided above can serve as a useful starting point for drafting a licensing agreement that meets the specific needs of your business.