Source Code License 
Agreement

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PREPARED FOR
[Licensee Name] 

PREPARED BY
[Sender Name] 

Source Code License Agreement

This Source Code License Agreement (hereinafter referred to as the "Agreement") is entered into and shall stand effective on [Agreement Effective Date] (hereinafter referred to as the "Effective Date"),
 
By and Between 
 
[Sender Name] (hereinafter referred to as the "Software Provider") and; 
 
[Licensee Name] (hereinafter referred to as the "Licensee").
 
The Service Provider and the Licensee are collectively referred to as the "Parties" and individually as the "Party."
 
This Agreement shall cover 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 by the terms and conditions set forth below;
 
AND WHEREAS, the definition of "Software" shall always be defined 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, mutual representations, and terms contained herein, the Parties agree as follows:

TERMS AND CONDITIONS.

1. GRANT OF LICENSE.

The Software Provider grants the Licensee a non-exclusive, non-transferable license to use, modify, and internally reproduce the Software for the Licensee’s business purposes.

However, the limitations of granting the license are as set forth below:

(a) Restriction: 
Unless expressly permitted in writing by the Software Provider, the Licensee may not:

distribute, sublicense, or commercialize the Software or any derivative work;
merge, compile, or copy the Software for the purpose of redistribution;
disassemble, decompile, or reverse engineer the Software except as permitted by law

(b) Warranty: The Software to be licensed with this Agreement will be provided to the Licensee as it is. The inspection of the Software must be done in its original state within [Number of Days to Inspect Software] day(s). Any modification or alteration of the Software provided by the Software Provider will be considered acceptance of the Software. The performance of the Software is not guaranteed by the Software Provider once the Licensee accepts the license to use the Software.

(c) Liability: The Parties shall not be held liable or responsible whatsoever under any circumstances for any damage to the Software or any breach of the terms mentioned in this Agreement.

2. INDEMNIFICATION.
 
Each Party agrees to indemnify and hold the other Party harmless from any third-party claims, damages, or expenses (including reasonable attorney fees) arising out of:

the indemnifying Party’s breach of this Agreement, or
misuse of the Software.
 
3. PAYMENT.

The Licensee shall provide a total of [Total Payment in USD] to the Software Provider, the details of which are tabulated below:

Item Name	Cost per Unit (USD)	Quantity	Subtotal (USD)
[Module/Component Name]	$[Amount]	[Quantity]	$[Total Amount]
[Module/Component Name]	$[Amount]	[Quantity]	$[Total Amount]
[Module/Component Name]	$[Amount]	[Quantity]	$[Total Amount]
Total (Inclusive of Tax): $[Subtotal Amount]

4. TERMINATION.

In the event of any breach of the aforementioned terms and conditions, the Agreement shall be terminated. A time period of [Number of Days to Remedy Breach] day(s) will be offered to both Parties to cure the breach upon neutral arbitration, beyond which the Agreement shall be terminated immediately.

Upon termination, the Licensee must immediately stop using the Software and delete all copies.

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] arbitrator(s), who shall be appointed by the [Arbitration Appointing Party Name]. The place of arbitration shall be [Location of Arbitration], and the Seat shall be [State of Seat]. The arbitrator(s)’ decision shall be final and binding upon both Parties.
 
6. NON-TRANSFERABILITY.

All licenses granted under this Agreement are non-transferable and non-assignable unless the Software Provider provides prior written consent.

7. INTELLECTUAL PROPERTY.

The Software Provider shall always remain the Intellectual Property holder of the Software at all times and under all circumstances.

8. CONFIDENTIALITY. 

Any confidential or undisclosed information passed between the Parties must remain confidential until the Parties consent in writing to its disclosure.

9. GOVERNING LAW. 

The terms of this Agreement shall be governed by and construed in accordance with the laws of the state of [Governing Law].

10. 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.

11. NOTICES. 

All notices, whether digital or physical, must be sent to the respective Parties at their respective certified mailing addresses or email addresses, as provided by each Party.

12. HEADINGS. 

Headings used in the Agreement are provided for convenience only and, thus, should not be used to construe meaning or intent.

13. ENTIRE AGREEMENT. 

This Agreement represents the entire understanding between the Parties regarding the subject matter and supersedes all prior or contemporaneous agreements, whether written or oral.

ACCEPTANCE AND SIGNATURE.

IN WITNESS WHEREOF, the undersigned Parties have duly executed the terms of the Agreement as of the aforementioned date.

[Licensee Name] 

[Sender Name] 

Name:

Name:

Signature:

Signature: 

Date:

Date:

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