# Software License Agreement
**This Software License Agreement (the "Agreement") is made and entered into as of [Date] by and between:**
**Licensor:**
[Licensor Name]
[Licensor Address]
[City, State, Zip Code]
[Email Address]
**Licensee:**
[Licensee Name]
[Licensee Address]
[City, State, Zip Code]
[Email Address]
## 1. Definitions
For purposes of this Agreement, the following terms shall have the meanings ascribed to them:
- **“Software”** refers to the proprietary software developed by Licensor, including but not limited to any related documentation, updates, and other associated materials.
- **“Licensed Territory”** means [Specify Territory].
- **“Permitted Use”** means the use of the Software in accordance with the specifications provided by the Licensor and in compliance with this Agreement.
## 2. Grant of License
Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a limited, non-exclusive, non-transferable license to use the Software solely for the Permitted Use within the Licensed Territory.
## 3. License Restrictions
Licensee shall not:
- Copy the Software, except as permitted by law or as necessary for backup and archival purposes.
- Modify, decrypt, or create derivative works based on the Software.
- Distribute, sublicense, or transfer the Software to third parties.
- Use the Software in any manner that is unlawful or in violation of applicable laws and regulations.
## 4. Ownership
Licensee acknowledges and agrees that Licensor is the sole owner of all rights, title, and interest in and to the Software. This Agreement does not confer any ownership rights in the Software or any intellectual property rights related thereto.
## 5. Support and Maintenance
Licensor may, at its discretion, provide support and maintenance for the Software. Such support, if provided, shall be governed by separate terms agreed upon in writing by both parties.
## 6. Payment Terms
In consideration for the license granted herein, Licensee shall pay Licensor [Amount] within [Payment Terms] days of the execution of this Agreement.
## 7. Term and Termination
- This Agreement shall commence on the date first written above and shall continue until terminated by either party.
- Either party may terminate this Agreement upon [Number] days' written notice to the other party.
- Upon termination, Licensee shall immediately cease all use of the Software and return or destroy all copies.
## 8. Warranty Disclaimer
The Software is provided "as-is" and without warranty of any kind. Licensor expressly disclaims all warranties, express or implied, including but not limited to the implied warranties of merchantability and fitness for a particular purpose.
## 9. Limitation of Liability
In no event shall Licensor be liable for any indirect, incidental, consequential, or punitive damages arising from or related to this Agreement or the use of the Software.
## 10. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of [State], without regard to its conflict of laws principles.
## 11. Entire Agreement
This Agreement constitutes the entire understanding between the parties concerning the subject matter hereof and supersedes all prior agreements, understandings, or representations, whether oral or written.
## 12. Amendments
This Agreement may only be amended or modified by a written agreement signed by both parties.
## 13. Severability
If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
## IN WITNESS WHEREOF, the parties hereto have executed this Software License Agreement as of the date first above written.
**Licensor:**
Signature: ___________________________
Name: [Licensor Representative Name]
Title: [Licensor Representative Title]
Date: ________________________________
**Licensee:**
Signature: ___________________________
Name: [Licensee Representative Name]
Title: [Licensee Representative Title]
Date: ________________________________
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**Note:** It is advisable to consult with a legal professional before finalizing any legal agreements to ensure compliance with applicable laws and regulations.