Software License Agreement (2023)

SOFTWARE LICENSE AGREEMENT

That's itSoftwareThis License Agreement (the "Agreement") is entered into and becomes effective on [DATE],

INSERT: [LICENSOR NAME](the "Licensor"), a corporation incorporated and existing under the laws of [STATE/PROVINCE], having its registered office in:

E: [LICENSEE NAME](he"Concessionaire"), a corporation incorporated and existing under the laws of [STATE/PROVINCE], having its registered office in:

WHEREAS, Licensor has developed certain computer programs and related documentation more specifically described in Exhibit A attached to this document (the "Products") and wishes to grant Licensee a license to use the Software.

WHEREAS Licensee wishes to use the Software under the conditions set forth in this Agreement.

NOW THEREFORE, in consideration of the mutual promises set forth herein, Licensee and Licensor agree as follows:

1. Definitions

When used in this Agreement, the following terms will have the respective meanings indicated, such meanings will apply to the singular and plural forms of the defined terms:

"Acceptance"Software means completion of the acceptance testing process set forth in Section 3 of this Agreement.

"Agreement"includes this agreement and its Attachments and Attachments.

"Delivery date"is the date on which Licensor ships the Software to Licensee.

"designated environment"means the computer equipment and software operating system described in Appendix C.

"Documentation"means the user, system, and installation documentation for the Software.

"Error"means a material failure of the Software to function in accordance with the Specifications.

"License"means the license granted by Licensor to Licensee to use the Software and Documentation in accordance with the terms and conditions of this Agreement.

"Licensed Copies"means the number of copies of the Software and Documentation licensed to Licensee.

"Locations"means Licensee's offices at the locations specified in Exhibit D.

"Maintenance Agreement"means the Software Maintenance Agreement between the parties in effect on the date of this Agreement.

"Precio"means the License Fees payable by Licensee as specified in Appendix B.

"Knight"means any Rider attached to this Agreement, or any document subsequently prepared which the parties agree in writing to be considered a Rider.

"Timeline"means any attachment attached to this Agreement, or any document subsequently prepared which the parties agree in writing to be considered an Attachment.

"Software"means the computer programs specified in Attachment A in machine readable object code form and any computer programs delivered to Licensee in machine readable object code form as

Maintenance Releases and Product Releases (as these terms are defined in the Maintenance Agreement).

"Specifications"means the Product Version Definitions currently published by Licensor.

"expected date"means the stated date on which the parties anticipate delivery of the Software.

"Warranty Period"means [NUMBER] days from the date of Acceptance.

2.SoftwareLicense

2.1 License

The licensor grants the licensee ano-exclusive and non-transferable license for (1)to usethe Software and Documentation solely for its internal operations in the Designated Environment(s) and (2) copy the Software and Documentation solely for archival or backup purposes, provided that all title, trademarks and rights copyright, proprietary notices and restricted rights will be reproduced in all such copies, and all such copies will be subject to the terms of this Agreement.

2.2 Distribution

Except as expressly provided herein, Licensee shall not: (1) make available or distribute all or any part of the Software or Documentation to any third party by assignment, sublicense or otherwise; (2) copy, adapt, reverse engineer, decompile, disassemble or modify, in whole or in part, the Software or Documentation; or (3) use the Software to operate in or as a time-sharing, outsource or agency service environment, or otherwise allow third parties access to the Software.

3. Installation and acceptance

Licensor will use all reasonable efforts to deliver the Licensed Copies of the Software and Documentation to the Location(s) on or about the Scheduled Date. Licensee will have [NUMBER] days from the date of delivery to perform acceptance testing. Licensee's Acceptance of the Software will occur at the time Licensee makes operational use of the Software or after the expiration of [NUMBER] days from the Delivery Date without Licensee notifying Licensor of any Error(s). If Licensee notifies Licensor of any Error(s) and Licensor verifies the alleged Error(s), the Software will be accepted after Licensor has corrected the Error(s).

4. Price and payment

4.1 Price

Licensee shall pay the Price in accordance with the payment schedule set forth in Appendix B. Licensor shall invoice any additional costs reasonably incurred by Licensor in delivering the Software as they are incurred. Licensee shall pay Licensor in full without any rights of set-off or deduction, and Licensee shall pay the Price and such costs within [NUMBER] days from the date of invoice.

4.2 Tax

Licensee will be responsible for any applicable sales or use tax or any value-added or similar tax due in connection with, or arising out of, or in connection with licensing the Software.

Agreement, excluding taxes levied or assessed based on Licensor's income. If Licensor pays such taxes on Licensee's behalf, Licensor shall invoice Licensee for such taxes and Licensee agrees to pay such taxes in accordance with this Agreement.

4.3 Interest

Licensee's failure to pay amounts invoiced under this Agreement in full in accordance with this Agreement will make Licensee liable to pay interest to Licensor at the rate of [%] per month on the remaining amount due or the highest amount permitted by applicable law. , such interest will be incurred daily before and after any judgment regarding the collection of the amount due.

5. Property rights

Licensee acknowledges and agrees that copyrights, patents, trade secrets and all other intellectual property rights of whatever nature in the Software, Documentation and Specifications are and shall remain the property of Licensor, and nothing in this Agreement shall be construed as transferring any aspect . such rights to Licensee or third parties.

6.confidentiality

6.1 Confidential information

"Confidential Information" means the Software, Documentation, Specifications and the terms and conditions of this Agreement. Licensee acknowledges the confidential and proprietary nature of the

Confidential Information and agree that you will not disclose or disclose any Confidential Information for any purpose to any person, company, corporation or other entity, except Licensee's employees who need to know such Confidential Information in order to perform job responsibilities pursuant to Licensee's rights. Licensed. Licensed. Under this agreement. Licensee will safeguard and protect Confidential Information from theft, hacking or unauthorized access in a manner at least consistent with the safeguards Licensee uses to protect its own most confidential information. Licensee will inform its employees of its obligations under this Agreement and will take steps reasonable in the circumstances, or as Licensor may reasonably request, to prevent any unauthorized disclosure, copying or use of Confidential Information. Licensee acknowledges and agrees that, in the event of Licensee's breach of this Agreement, Licensor will suffer irreparable harm which will not be compensated for monetary damages and therefore will have no adequate legal remedy. Accordingly, Licensor shall be entitled to a preliminary and final injunction without the need to post any bond or pledge in connection therewith to prevent any further breach of these confidentiality obligations or unauthorized use of Confidential Information. This feature is separate and separate from any other features Licensor may have.

6.2 Unauthorized Disclosure

Licensee will notify Licensor immediately upon discovery of any prohibited use or disclosure of Confidential Information, or any other breach of these confidentiality obligations by Licensee, and shall cooperate fully with Licensor in assisting Licensee to regain possession of Confidential Information and prevent additional prohibited use. or disclosure of Confidential Information.

7. Warranty

7.1 Operation

Licensor represents to Licensee that: (1) during theguaranteePeriod, the Software will function without errors; and (2) upon notice to Licensor during the Warranty Period of any Errors, Licensor will, during its normal business hours and at no cost to Licensee, usereasonableefforts to correct such Errors as are reproducible and verifiable by Licensor, excluding any Errors caused by uses of the Software not in accordance with the Specifications.

7.2Correction

In the event that Licensee notifies Licensor of an Error during the Warranty Period, Licensor's sole responsibility and Licensee's sole remedy shall be Licensor's reasonable efforts to correct such Errors or, at Licensor's sole discretion, refund Prepaid Price. applicable to the portion of the Software that is defective.

7.3guaranteeDisclaimer

THE PARTIES AGREE THAT FAILURE TO OPERATE THE SOFTWARE IN ACCORDANCE WITH THE SPECIFICATIONS SHALL NOT BE DEEMED FAILURE OF THE ESSENTIAL PURPOSE OF THE FEATURES CONTAINED HEREIN. EXCEPT FOR THE ABOVE LIMITED WARRANTY, THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE REMAINS WITH LICENSEE.

8.Indemnity

8.1 Indemnity

Licensor hereby indemnifies Licensee against any claim that the Software, provided and used within the scope of this Agreement, infringes any copyright or patent registered in [COUNTRY], provided that: (1) Licensor receives prompt notice of the claim; (2) Licensor is granted immediate and complete control over the defense and/or resolution of the claim, and Licensee fully cooperates with Licensor in such defense and/or resolution; (3) Licensee does not in any way prejudice Licensor's conduct with respect to such claim; and (4) the alleged infringement is not based on using the Software in a manner prohibited by this Agreement, in a manner for which the Software was not designed, or in a manner not in accordance with the Specifications.

8.2 Changed version

Licensor shall not be liable for any claim of infringement based on (a) use of a substituted or modified version of the Software if infringement was prevented by use of a current or unaltered version of the Software that Licensor made available to Licensee; or (b) the combination, operation or use of the Software with software, hardware or other materials not provided by Licensor.

8.3 Prohibition

If a final injunction is obtained against the use of any part of the Software due to infringement of [COUNTRY] copyrights or registered patents, Licensor will, at its option and expense, (1) obtain for Licensee the right to continue using the software; (2) modify the Software to make it non-infringing; or (3) repurchase the Software and Documentation less depreciation at a rate of [%] per annum, or prorated over part of the year, from the date of Acceptance to the date of retirement of the Software. If Licensor selects this third option, Licensee shall, immediately upon receipt of payment set forth above from Licensor, at Licensor's option, destroy or return all copies of the Software and Documentation in its possession or control.

8.4 Responsibility

The foregoing sets out Licensor's entire obligation and liability with respect to infringement of any proprietary right.

8.5 Infraction

Licensee hereby indemnifies Licensor against any claim for (1) alleged infringement of any copyright or patent registered in [COUNTRY] arising out of Licensee's use of the Software in any manner prohibited by this Agreement, and (2) any claim relating to or arising out of a financial transaction made by a third party based on the use of the Software.

9.limitationof responsability

9.1 Limitation

LICENSOR SHALL HAVE NO LIABILITY IN CONNECTION WITH ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL

OR PUNITIVE DAMAGES EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, LICENSOR'S LIABILITY TO LICENSEE FOR ANY REASON AND UNDER ANY CAUSE OF ACTION SHALL BE LIMITED TO THE AMOUNT PAID TO LICENSOR BY LICENSOR UNDER THIS AGREEMENT OR [AMOUNT], WHICHEVER IS LESS.

THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, REPRESENTATIONS AND OTHER TORT. BOTH PARTIES UNDERSTAND AND AGREE THAT THE REMEDIES AND LIMITATIONS ATTRIBUTED HEREIN RESPOND TO THE RISK OF NON-CONFORMITY OF PRODUCTS AND SERVICES BETWEEN THE PARTIES, AS PERMITTED BY APPLICABLE LAW. THE RATES HEREIN REFLECT AND ARE ESTABLISHED IN RELIANCE ON THIS ALLOCATION OF RISK AND THE EXCLUSION OF CONSEQUENTIAL DAMAGES SET FORTH IN THIS AGREEMENT.

9.2 Force Majeure

Neither party will be liable for any loss or breach of any obligation hereunder arising from causes beyond its control, including, but not limited to, industrial disputes of any nature, loss of power, telecommunications failure, acts of God or any other cause. beyond your control. reasonable control.

10. Term and Termination

10.1 Termination

The License granted herein will remain in effect in perpetuity unless terminated as provided in Sections 10.2 or 10.3 herein.

10.2Violation

Licensor may terminate this Agreement and the License, without prejudice to any other remedies Licensor may have, immediately, without further obligation to Licensee, in the event of (1) any breach by Licensee of Sections 2, 5, or 6 of this Agreement that cannot be cured within twenty-four (24) hours after Licensor notifies Licensee of the breach and Licensor's intent to terminate the License; (2) any material breach of Sections other than those set forth above which cannot be cured within [NUMBER] days of Licensor's notice to Licensee of the breach and Licensor's intent to terminate the License; or (3) Licensee makes an assignment for the benefit of Licensee's creditors, filing under any voluntary bankruptcy or insolvency law, under the reorganization or settlement provisions of the United States Bankruptcy Code, or under the provisions of any import law similar in connection with Licensee, or the appointment of a receiver or receiver for Licensee or its property.

10.3Resource

Licensee may terminate the License, without prejudice to any other remedies Licensee may have, for any material breach of this Agreement that is not resolved within [NUMBER] days of

Notification from Licensee to Licensor of the breach and Licensee's intent to terminate the License. Termination will not release Licensee from its obligation to pay all amounts due and payable or Licensee has agreed to pay.

10.4 Termination of Use

Upon termination of this Agreement, Licensee will cease use of the Software and Documentation and promptly return all copies of the Software, Documentation and any other Confidential Information in Licensee's possession or control. Licensee will delete all copies of such materials residing in the computer's memory, whether online or offline, and will destroy all copies of such materials that also incorporate Licensee's Confidential Information. Licensor shall have the right to enter the Site(s) to retrieve and dispose of the Software, Documentation and any other Confidential Information. Licensee shall, within [NUMBER] days from the effective date of termination, certify in writing by an officer or director of the party that all copies of the Software and Documentation have been returned, removed and destroyed.

11. Headers

Headings used in this Agreement are for convenience only and are not to be used as an aid to interpretation.

12. Validity

If any part of this Agreement is found to be illegal or unenforceable, the validity or enforceability of the remainder of this Agreement will not be affected.

13. Binding Agreement

This Agreement will be binding and inure to the benefit of the parties, their respective successors and assignees. Licensee may not assign its rights or obligations under this Agreement without Licensor's prior written consent.

14. No Waiver

The failure of either party to exercise any right or remedy under this Agreement does not constitute acceptance of the event giving rise to such right or remedy.

15. Application

Licensee shall not solicit or employ any employee of Licensor who has been directly involved in the development, sale, installation or support of the Software for a period of [NUMBER] years from the end of Licensee's employment. such person at Licensor, whichever occurs later. or the last Acceptance date of any Software.

sixteen.APPLICABLE LAW

This Agreement shall be deemed enforceable in the State of [STATE/PROVINCE] and shall be governed by and construed in accordance with the laws of the State of [STATE/PROVINCE]. The parties consent to the jurisdiction of the courts of the State of [STATE/PROVINCE] for purposes of any action or proceeding brought by either party in connection with this Agreement.

17. Notice

Unless otherwise agreed by the parties, any notice required or permitted to be given or delivered under this Agreement will be delivered to the address set forth in this Agreement. Notice will be deemed received by either party and will be effective (i) on the specified day, if delivered in person or sent by confirmed facsimile transmission, with proof of receipt, or (ii) on the third day after such notice is filed, if Sent by Certified First Class Mail, postage prepaid, return receipt requested.

18. Attorney fees

Licensee shall be responsible for Licensor's reasonable attorneys' fees associated with enforcing the terms of this Agreement or collecting any amounts due under this Agreement.

19. Survival

Sections 5, 6, 8, 9 and 11 will survive termination of this Agreement for any reason.

20. Entire Agreement

This Agreement and its Clauses and Annexes comprise the entire agreement between the parties with respect to the subject matter hereof and supersedes and merges all prior proposals, understandings and all other agreements, oral and written, between the parties relating to the Agreement.

IN WITNESS WHEREOF, the parties have entered into this Agreement on the dates indicated above, with full knowledge of its content and meaning and with the intention to be legally bound by its terms.

CONCESSIONAIRE

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LICENSOR

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