Fillable Printable Sample Software License Agreement
Fillable Printable Sample Software License Agreement
Sample Software License Agreement
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SAMPLE SOFTWARE LICENSE AGREEMENT
(Review Copy)
THIS AGREEMENT is entered into as of XXXX ("Effective Date") by and between
NIELSEN ENGINEERING & RESEARCH, INC. (NEAR), with offices at 605 Ellis Street,
Suite 200, Mountain View, California 94043-2241 ("LICENSOR") and COMPANY NAME
and ADDRESS ("LICENSEE").
WHEREAS, Licensee wishes to license software for the purpose of xxxxxxxxx and
NEAR desires to license this software to licensee.
NOW THEREFORE, the parties hereto agree as follows:
1. GRANT OF LICENSE
Subject to the terms and conditions of the Agreement, NEAR grants to Licensee a
non-exclusive, non-transferable license to use the software identified in Exhibit A (the "Licensed
Programs") for the purpose of xxxxxxxxxxxxxxxxxxxxxxxx. Licensee may use the Licensed
Programs in executable format for its own use, and may translate or modify the licensed
programs or incorporate them into other software. Licensee may not, however, transfer or
sublicense the Licensed Programs to any third party, in whole or in part, in any form, whether
modified or unmodified.
2. CONSIDERATION TO NEAR
a. Licensee shall pay, upon delivery of the Licensed Programs, the license fees set
forth in Exhibit A attached hereto.
b. License fees do not include any shipping, duties, bank fees, sales, use, excise or
similar taxes due. If Licensor is required to pay any such amounts, Licensee shall reimburse
Licensor in full.
3. COPIES
Licensee may make copies of the Licensed Program in executable code form as
necessary for use by Licensee and for backup or archive purposes. Licensee agrees to maintain
records of the location and use of each copy, in whole or in part, of the Licensed Programs. Each
Licensed Program is copyrighted but unpublished by NEAR. Licensee agrees to reproduce and
apply the copyright notice and proprietary notice of NEAR to all copies made hereunder, in
whole or in part and in any form, of Licensed Programs.
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4. OWNERSHIP
The original and any copies of the Licensed Programs, made by Licensee, including
translations, compilations, partial copies, modifications, and updates, are the property of NEAR.
5. PROPRIETARY RIGHTS
Licensee recognizes that NEAR regards the Licensed Programs as its proprietary
information and as confidential trade secrets of great value. Licensee agrees not to provide or to
otherwise make available in any form the Licensed Programs, or any portion thereof, to any
person other than employees of Licensee without the prior written consent of NEAR. Licensee
further agrees to treat the Licensed Programs with at least the same degree of care with which
Licensee treats its own confidential information and in no event with less care than is reasonably
required to protect the confidentiality of the Licensed Programs.
6. TERM
The license granted hereunder shall continue unless and until terminated pursuant to
Section 7 hereof and subject to Licensee's proper perform ance of its ob ligations hereunder.
7. TERMINATION
NEAR may terminate this Agreement if Licensee is in default of any of the terms and
conditions of this Agreement and fails to correct such default within ten (10) days after written
notice thereof from NEAR.
8. TERMINATION CERTIFICATE
In the event of termination, Licensee will immediately discontinue use of the
Licensed Programs. Within one (1) month after termination of this Agreement, Licensee will
furnish to NEAR a certificate which certifies with respect to each of the Licensed Programs that,
through its best effort and to the best of its knowledge, the original and all copies, in whole or in
part and in any form, of each of the Licensed Programs have been destroyed. The provisions of
Sections 4, 5, 8, 11, and 13 hereof shall survive any termination of this Agreement.
9. MAINTENANCE SUPPORT
Licensor will provide to Licensee the following support with respect to the Software:
(i) If during the 1st year of this Agreement, Licensee notifies Licensor of a
substantial program error respecting the Software, or Licensor has reason to believe that error
exists in the Software and so notifies Licensee, Licensor shall at its expense verify and attempt to
correct such error within thirty (30) working days after the date of notification. If Licensee is not
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satisfied with the correction, then Licensee may terminate this Agreement, but without refund of
any amount paid to Licensor or release of any amounts due Licensor at the time of termination.
(ii) In the case that Licensee has technical questions in the use of the Software
during the 1st year of this Agreement, Licensee may submit those questions to Licensor.
Licensor shall provide consulting to answer such questions without charge to Licensee up to a
maximum of sixteen (16) hours for each licensed program.
(iii) If License desires to continue the Software support specified in this section,
Licensee shall pay to Licensor th e maintenance fee(s) set forth in Exhibit A.
10. DELIVERY OF LICENSED PROG RAMS
NEAR shall use its best efforts to deliver the Licensed Programs promptly after
receipt of the purchase order and export license (if required).
11. WARRANTY DISCLAIMER
NEAR licenses, and Licensee accepts, the licensed programs "AS IS." NEAR
PROVIDES NO WARRANTIES AS TO THE FUNCTION OR USE OF THE LICENSED
PROGRAMS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING,
WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR PARTICULAR PURPOSE. THE ENTIRE RISK AS TO THE QUALITY AND
PERFORMANCE OF THE LICENSED PROGRAM IS WITH LICENSEE. LICENSOR DOES
NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE LICENSED PROGRAMS
WILL MEET LICENSEE'S REQUIREMENTS OR THAT THE OPERATION OF THE
LICENSED PROGRAM S WILL BE UNINTERRUPTED OR ERROR FREE.
12. PATENT AND COPYRIGHT INDEMNITY
NEAR will defend at its own expense any action brought against Licensee to the
extent it is based on a claim that the Licensed Programs used within the scope of the license
granted hereunder infringe a United States patent, copyright or other proprietary right of a third
party. NEAR will pay any costs, damages or attorney fees finally awarded against Licensee in
such action which are attributable to such claim, provided NEAR is promptly notified in writing
of such claim, may control the defense and/or settlement of such claim, and is provided with all
requested assistance, information and authority. In the event that a Licensed Program becomes,
or in NEAR's opinion is likely to become, the subject of a claim of infringement of a United
States patent, copyright or trade secret, NEAR may at its option either secure Licensee's right to
continue using the Licensed Programs, replace or modify the Licensed Programs to make them
not infringing, or provide Licensee with a refund of the license fee less depreciation on a 5 (five)
year, straight-line basis. NEAR shall have no liability for any claim of patent, copyright or trade
secret infringement based on the use of a Licensed Program in any form other than the original,
unmodified form provided to Licensee or the use of a combination of the Licensed Programs
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with hardware, software or data not supplied by NEAR where the used Licensed Programs alone
in their original, unmodified form would not constitute an infringement. The foregoing states
Licensee's entire liability for infringement or claims of infringement of patents, copyrights or
other intellectual property right.
13. LIMITATION OF LIABILITY
NEAR'S LIABILITY TO LICENSEE UNDER ANY PROVISIONS OF THIS
AGREEMENT FOR DAMAGES FINALLY AWARDED SHALL BE LIMITED TO THE
AMOUNTS ACTUALLY PAID HEREUNDER BY LICENSEE TO NEAR. IN NO EVENT
SHALL NEAR BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR
CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF USE, LOSS OF PROFITS OR
INTERRUPTION OF BUSINESS, HOWEVER CAUSED OR ON ANY THEORY OF
LIABILITY.
14. NOTICES
All notices in connection with this Agreement shall be in writing and may be given by
certified, registered, or first class mail or personally delivered at the address set forth on the front
page. For purposes of this Agreement, a notice shall be deemed effective upon personal delivery
to the party or if by mail five days after proper deposit in a mail box.
15. SUCCESSORS
This Agreement will be binding upon and will inure to the benefit of the parties hereto
and their respectiv e representatives, successors and assigns except as otherwise provided herein.
16. SEVERABILITY
In the event any provision of this Agreement is determined to be invalid or
unenforceable, the remainder of this Agreement shall remain in force as if such provision were
not a part.
17. GOVERNING LAW/FORUM
This Agreement shall be governed and interpreted by the laws of the State of
California. Santa Clara County, California shall be the appropriate venue and jurisdiction for the
resolution of any disputes hereunder. Both parties hereby consent to such personal and exclusive
jurisdiction.
18. NON-ASSIGNMENT
This Agreement and the licenses granted by it may not be assigned, sublicensed, or
otherwise transferred by Licensee without the prior written consent of NEAR.
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19. EXPORT REGULATIONS
Licensee understands that NEAR is subject to regulation by agencies of the U.S.
Government, including the U.S. Departments of Commerce and State, which prohibit export or
diversion of certain technical products to certain countries. Licensee warrants that it will comply
in all respect with the export and re-export restrictions set forth in the export license for the
Licensed Programs and all other applicable export regulations. Licensee agrees to indemnify and
hold NEAR harmless from any loss, damages, liability or expenses incurred by NEAR as a result
of Licensee's failure to comply with any export regulations or restrictions.
20. ENTIRE AGREEMENT
This Agreement sets forth the entire understanding between the parties with respect to
the subject matter hereof, and merges and supersedes all prior agreements, discussions and
understandings, express or implied, concerning such matters. This Agreement shall take
precedence over any additional or conflicting terms which may be contained in Licensee's
purchase order or NEAR's order acknowledgment forms.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the
Effective Date.
LICENSEE: LICENSOR:
Nielsen Engineering & Research, Inc.
By:___________________________________ By:_________________________________
(Signature) (Signature)
Name:_________________________________ Name: Michael R. Mendenhall
(Print or Type)
Title: __________________________________ Title: President
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EXHIBIT A
LICENSED PROGRAMS
ONE-TIME
COMPUTER PROGRAMS
LICENSE FEE MAINTENANCE FEE
Program xxxxx in executable format US $ xx,xxx US $x,xxx
NOTES:
License fee excludes any taxes, shipping and/or insurance charges, and any bank transfer
fees..
Code maintenance is free during the first year; thereafter, code maintenance is available
annually with maintenance fee listed above.
