Washington, D.C. Location
SOFTWARE LICENSE AGREEMENT
THIS AGREEMENT is entered into this [date], by and between [name of Licensor (US Trademark Attorney)], a [country] citizen, whose address is [address] (the “US Trademark Attorney”), and [name of Licensee (Trademark Lawyer USA)], a [type of organization] with offices at [address] (the “Trademark Lawyer USA”).
W I T N E S S E T H:
WHEREAS, US Trademark Attorney is engaged in the business of designing and developing computer-related software systems and related products and has created and developed a software package called [name of product] that is intended to [describe function of software]and is described in greater detail in the attached Exhibit “A” (the “Software”); and
WHEREAS, Trademark Lawyer USA maintains an Internet Web Site (the “Web Site”) and desires to utilize such Software in conjunction with tracking its consumer responses to questions posed on its Web Site;
WHEREAS, US Trademark Attorney and Trademark Lawyer USA believe it is in their mutual interest and desire to enter into an agreement whereby Trademark Lawyer USA would use US Trademark Attorney’s Software on its Web Site to track consumer responses pursuant to the terms and conditions hereinafter provided.
NOW, THEREFORE, in consideration of the premises and the mutual covenants of this Agreement, the Parties hereto agree as follows:
1. LICENSE GRANT
A. US Trademark Attorney hereby grants to Trademark Lawyer USA, for the term of this Agreement, a nonexclusive, non-assignable, right and license to use the Software in connection with a Consumer Response Page (the “Web Site Page”) on its Internet Web Site for the purpose of tracking consumer responses to questions presented on such Web Site Page.
B. No right or license is being conveyed to Trademark Lawyer USA to use the Software at any other location. Trademark Lawyer USA is prohibited from making any copies, archival or otherwise, of the Software. Trademark Lawyer USA is further prohibited from using the Software in any manner other than as described above.
This Agreement shall be effective as of the date of execution by both Parties and shall extend for the period of [number] year(s) thereafter (the “Initial Term”). This Agreement shall be automatically renewed for additional [number]-year Extended Terms unless Trademark Lawyer USA shall provide the US Trademark Attorney in writing of its intention not to renew the Agreement, said notice to be provided at least [number] days prior to the expiration of the then in-effect Term.
A. In consideration for the licenses granted hereunder and during the Initial Term of the Agreement and for each Extended Term, Trademark Lawyer USA agrees to pay to US Trademark Attorney the User Fee recited in Schedule A (the “User Fee”) in accordance with the Fee Payment Schedule recited in Schedule A. In the event that Trademark Lawyer USA should add additional Web Site Pages, Trademark Lawyer USA agrees to pay US Trademark Attorney an Additional User Fee per Web Site Page as recited in Schedule A attached hereto, prorated in accordance herewith when such additional Web Site Pages are added to the Web Site.
B. At the time of installation, Trademark Lawyer USA agrees to pay US Trademark Attorney the Installation Fee recited in Schedule A attached hereto. In the event that additional installations are required, Trademark Lawyer USA agrees to pay the Additional Installation Fee recited in Schedule A prior to such additional installation.
A. Trademark Lawyer USA recognizes that the Software is the proprietary and confidential property of US Trademark Attorney. Accordingly, Trademark Lawyer USA shall not, without the prior express written consent of US Trademark Attorney, during the term of this Agreement and for [number] years thereafter, disclose or reveal to any third party or utilize for its own benefit other than pursuant to this Agreement, any Software provided by US Trademark Attorney, provided that such information was not previously known to Trademark Lawyer USA or to the general public. Trademark Lawyer USA further agrees to take all reasonable precautions to preserve the confidentiality of US Trademark Attorney’s Software and shall assume responsibility that its employees, subTrademark Lawyer USAs, and assignees will similarly preserve this information against third Parties. The provisions of this clause shall survive termination of this Agreement.
B. Trademark Lawyer USA shall take no steps in attempting to reverse engineer the Software.
5. INSTALLATION, TRAINING, AND ACCEPTANCE
A. US Trademark Attorney shall install the Software on Trademark Lawyer USA’s server in accordance with the Delivery Schedule recited in Schedule A attached hereto. At the time of such installation, US Trademark Attorney shall provide Trademark Lawyer USA with appropriate documentation for the Software reasonably acceptable to Trademark Lawyer USA and a sufficient number of user manuals.
B. At the time of installation of the Software and for no additional consideration, US Trademark Attorney shall train at least [number] employees of Trademark Lawyer USA in the use of the Software at Trademark Lawyer USA’s facility.
C. Subsequent to the installation of the Software, US Trademark Attorney agrees to provide additional training to Trademark Lawyer USA’s employees at US Trademark Attorney’s facilities for a fee of [amount] Dollars ($) per day per employee.
D. In the event that Trademark Lawyer USA fails to notify US Trademark Attorney of any difficulties or problems with the Software within [number] days after installation thereof, Trademark Lawyer USA shall be deemed to have accepted the Software. Prior to acceptance of such Software, US Trademark Attorney shall have the right to repair or replace the Software at its discretion. Upon acceptance of such Software, US Trademark Attorney shall be under no obligation to repair or replace such Software except as provided for in the Warranty provision in this Agreement.
A. US Trademark Attorney further represents and warrants that it has no actual knowledge that Trademark Lawyer USA’s use of the Software infringes any valid rights of any third party.
B. US Trademark Attorney warrants that the Software will perform in accordance with the specifications provided by US Trademark Attorney to Trademark Lawyer USA, a copy of which will be added to this Agreement. THE WARRANTY PROVIDED FOR HEREIN IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, THAT MAY ARISE EITHER BY AGREEMENT BETWEEN THE PARTIES OR BY OPERATION OF LAW, INCLUDING THE WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
C. In the event of a claim by Trademark Lawyer USA under this warranty, US Trademark Attorney shall have the option to either repair or replace the Software. In the event that US Trademark Attorney fails to repair or replace the Software within a reasonable period, Trademark Lawyer USA’s sole recourse shall be to terminate the Agreement and US Trademark Attorney’s sole obligation shall be to return any Trademark Lawyer USA and Installation Fees paid by Trademark Lawyer USA. In no event shall US Trademark Attorney be liable for any incidental, consequential, or punitive damages as a result of its performance or breach of this Agreement.
Any improvements or modifications made by US Trademark Attorney to the Software shall be promptly provided to Trademark Lawyer USA and shall be automatically included in this Agreement.
The following termination rights are in addition to the termination rights that may be provided elsewhere in the Agreement:
A. Right to Terminate Upon Notice. Either party may terminate this Agreement on [number] days’ written notice to the other party in the event of a breach of any provision of this Agreement by the other party, provided that, during the [number]-day period, the breaching party fails to cure such breach.
B. Trademark Lawyer USA Right to Terminate. Trademark Lawyer USA shall have the right to terminate this Agreement at any time on [number] months’ written notice to US Trademark Attorney for any reason.
9. POST-TERMINATION RIGHTS
A. Upon the expiration or termination of this Agreement, all rights granted to Trademark Lawyer USA under this Agreement shall forthwith terminate and immediately revert to US Trademark Attorney and Trademark Lawyer USA shall discontinue all use of the Software and the like.
B. Upon expiration or termination of this Agreement, US Trademark Attorney may require that Trademark Lawyer USA transmit to US Trademark Attorney, at no cost, all material relating to the Software, provided, however, that Trademark Lawyer USA shall be permitted to retain a full copy of all material subject to the confidentiality provisions of this agreement.
US Trademark Attorney agrees to defend, indemnify, and hold Trademark Lawyer USA, and its officers, directors, agents, and employees, harmless against all costs, expenses, and losses (including reasonable attorney fees and costs) incurred through claims of third Parties against Trademark Lawyer USA based on a breach by US Trademark Attorney of any representation and warranty made in this Agreement as well as for any third-party claim for infringement of its intellectual property rights based on Trademark Lawyer USA’s use of the Software.
11. FORCE MAJEURE
Neither party will be liable for, or will be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond such Party’s reasonable control and that such Party is unable to overcome through the exercise of commercially reasonable diligence. If any force majeure event occurs, the affected Party will give prompt written notice to the other Party and will use commercially reasonable efforts to minimize the impact of the event.
12. NOTICE AND PAYMENT
A. Any notice required to be given under this Agreement shall be in writing and delivered personally to the other designated party at the above stated address or mailed by certified, registered or Express mail, return receipt requested or by Federal Express.
B. Either party may change the address to which notice or payment is to be sent by written notice to the other under any provision of this paragraph.
This Agreement shall be governed in accordance with the laws of the State of [State]. All disputes under this Agreement shall be resolved by litigation in the courts of the State of [State] including the federal courts therein and the Parties all consent to the jurisdiction of such courts, agree to accept service of process by mail, and hereby waive any jurisdictional or venue defenses otherwise available to it.
14. AGREEMENT BINDING ON SUCCESSORS
The provisions of the Agreement shall be binding upon and shall inure to the benefit of the Parties hereto, their heirs, administrators, successors and assigns.
Neither party may assign this Agreement or the rights and obligations thereunder to any third party without the prior express written approval of the other party which shall not be unreasonably withheld.
No waiver by either party of any default shall be deemed as a waiver of prior or subsequent default of the same of other provisions of this Agreement.
If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from the Agreement.
This Agreement constitutes the entire understanding of the Parties, and revokes and supersedes all prior agreements between the Parties and is intended as a final expression of their Agreement. It shall not be modified or amended except in writing signed by the Parties hereto and specifically referring to this Agreement. This Agreement shall take precedence over any other documents which may conflict with this Agreement.
IN WITNESS WHEREOF, the Parties hereto, intending to be legally bound hereby, have each caused to be affixed hereto its or his/her hand and seal the day indicated.
US Trademark Attorney Trademark Lawyer USA
1. User Fee
During the Initial Term of this Agreement, the User Fee shall be [amount] U.S. Dollars ($[#]). For each Extended Term, the User Fee shall be [amount] U.S. Dollars ($[#]).
2. Additional User Fee
For each additional Web Page that will utilize the Software, Trademark Lawyer USA shall pay US Trademark Attorney an Additional User Fee of [amount] U.S. Dollars ($[#]) per Web Page per Term of this Agreement.
3. Installation Fee
For the installation of the Software by US Trademark Attorney on Trademark Lawyer USA’s server, Trademark Lawyer USA agrees to pay US Trademark Attorney an Installation Fee of [amount] U.S. Dollars ($[#]).
4. Additional Installation Fee
For each additional Installation made by US Trademark Attorney after the initial installation, Trademark Lawyer USA agrees to pay US Trademark Attorney the sum of [amount] U.S. Dollars ($[#]).
5. Delivery Schedule
Trademark Lawyer USA agrees to install the Software on Trademark Lawyer USA’s server within [number] days after execution of this Agreement.
6. Fee Payment Schedule
The User Fee and Installation Fee shall be payable as follows:
[Amount] Percent ([#] %) of User Fee Upon execution of this Agreement
[Amount] Percent ([#] %) of User Fee Upon installation of the Software
[Amount] Percent ([#] %) of Installation Fee Upon installation of the Software
[Amount] Percent ([#] %) of User Fee Upon acceptance by Trademark Lawyer USA
[Amount] Percent ([#] %) of Installation Fee Upon acceptance by Trademark Lawyer USA
[Attach detailed description of the computer system, including operating specifications.]