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Source Code License Agreement
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Prepared for:
[Licensee Name]

Prepared by:
[Sender Name]
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Source Code License Agreement

This Source Code License Agreement (hereinafter referred to as the "Agreement") is entered on and shall stand effective on [Effective Date] (hereinafter referred to as the "Effective Date"), between [Sender Name] (hereinafter referred to as the "Software Provider") and [Licensee Name] (hereinafter referred to as the "Licensee" and together with the Software Provider, the "Parties"). This Agreement shall be covering the access and use of the source code for the given software(s) (hereinafter referred to as the "Software").

Recitals

WHEREAS, the Software Provider is engaged in providing specific source code; and

WHEREAS, the Licensee is engaged in using the source code for the development, or software or solution designing for the Licensee's business; and

WHEREAS, the Licensee is permitted to use the source code by the Software Provider abiding the terms and conditions set forth below; and

WHEREAS, the definition of "Software" shall always define as all source codes, object codes, link libraries, utility programs, project files, scripts, comments, and test files related to the software; and

WHEREAS, each Party is duly authorized and capable of entering into this Agreement.

THEREFORE, in consideration of the covenants and mutual representations, and terms contained herein, the Parties agree as follows:

Terms and Conditions

1. Granting License

The Licensee holds the basic and absolute rights to incorporate the Software, that the Software Provider has developed. The Licensee shall make and distribute an unlimited number of copies of the Software.

However, the limitations of granting the license are as set forth below:
  1. Restriction: Unless consented by the Software Provider, the distribution of any part of the Software in the form of merging, issuing, compiling, or copying shall be restricted strictly. The Licensee is prohibited from disassembling, decompiling, or reverse engineering any object code contained within the Software licensed by the Software Provider.
  1. Warranty: The Software to be licensed with this Agreement will be provided as it is to the Licensee. The inspection of the Software must be done in its original state within [Due Date]. Modification or alteration of the Software provided by the Software Provider will be considered as the Software being accepted. The performance of the Software is never guaranteed by the Software Provider once the Licensee accepts the license of use of the Software.
  1. Liability: The Parties shall not be held liable or responsible whatsoever under any circumstances for any damage to the Software or any breach of terms mentioned in this Agreement.

2. Indemnification

The Parties shall be responsible for indemnifying, defending and holding the other Party, successor, or their affiliates harmless from any damages, loss, claims, actions, judgment, penalties, deficiencies, cause of action, or other cost or expenses, that shall include legal and attorney fees and expenses whatsoever, during the term of this Agreement.

3. Payment

The Licensee shall provide a total of [Amount] to the Software Provider, the details of which are tabulated below:
Name
Cost
Quantity
Sub-total

$0.00
1
$0.00
Total (Inclusive of Tax): $0.00

4. Termination

Although the term of this Agreement is binding, in the event of any breach of the aforementioned terms and conditions, the Agreement shall be terminated. A time period of [curing breach time period] days will be offered to both the Parties to cure up the breach upon neutral arbitration, beyond which the Agreement shall be terminated immediately.

5. Arbitration

In the event of any dispute arising in and out of this Agreement between the Parties, it shall be resolved by Arbitration. There shall be [Number of Arbitrators] which shall be appointed by the Parties mutually. The place of Arbitration shall be [Place of Arbitration] and Seat shall be [State of 'State']. The Arbitrators’ decision shall be final and will be binding upon both Parties.

6. Miscellaneous

  1. Non-negotiability: The Software Provider consent to the permission of the total licenses to be used. Thereby, the licenses shall be considered binding and non-negotiable.
  1. Intellectual Property: The Software Provider shall always remain the Intellectual Property holder of the Software at all times and under all circumstances.
  1. Confidentiality: Any confidential/undisclosed information passed between the Parties must survive the termination of the Agreement until the Parties consents in writing for disclosure.
  1. Governing Law: The terms of this Agreement shall be governed by and construed in accordance with the jurisdiction laws of the state of [State].
  1. Amendments: No modification or waiver of the provisions of this Agreement shall be valid or binding on either party unless in writing and signed by both Parties
  1. Notice: All notices, digital or physical, must be sent to respective Parties either through their certified mailing address or email that they shall provide.
  1. Headings: Headings used in the Agreement are provided for convenience only and thus, should not be used to construe meaning or intent.
  1. Entirety: This Agreement constitutes the final, complete, and exclusive statement of the agreement of the Parties apropos the subject matter hereof, and supersedes any and all other prior and contemporaneous agreements and understandings, both written and phonated, between the Parties.

Acceptance and Signature

In witness whereof, the undersigned Parties have duly executed the terms of the Agreement as of the aforementioned date.
Signature
Assign signer 1
Name
Assign signer 1
Date
Assign signer 1
Signature
Assign signer 2
Name
Assign signer 2
Date
Assign signer 2
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Free Source Code License Agreement Templates

An agreement for licensing source code of a software from a company for use by another company. Here's a custom made agreement for you.