SOFTWARE LICENSE AND MAINTENANCE AGREEMENT

This SOFTWARE LICENSE AND MAINTENANCE AGREEMENT (the 'Agreement') is made and entered into as of [Effective Date], by and between:

[LICENSOR LEGAL NAME], a corporation duly organized and existing under the laws of [Licensor Jurisdiction], with its principal place of business at [Licensor Address] ('Licensor'); and

[LICENSEE LEGAL NAME], a corporation duly organized and existing under the laws of [Licensee Jurisdiction], with its principal place of business at [Licensee Address] ('Licensee').

WHEREAS, Licensor is the owner or duly authorized licensor of certain proprietary software as described herein; and

WHEREAS, Licensee desires to obtain a license to use said software and receive associated maintenance and support services from Licensor; and

WHEREAS, Licensor is willing to grant such a license and provide such services subject to the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

ARTICLE 1. DEFINITIONS

1.1  'Documentation' means the user manuals, technical specifications, and other related materials, in electronic or printed form, provided by Licensor to Licensee for use with the Software.

1.2  'Effective Date' means the date first written above.

1.3  'Licensed Software' means the software product identified in Schedule A, including all modules, components, and any updates, upgrades, or enhancements thereto provided under this Agreement.

1.4  'Maintenance Services' means the support and maintenance services for the Licensed Software as described in ARTICLE 4.

1.5  'Subscription Fee' means the recurring fee payable by Licensee to Licensor for the license and Maintenance Services, as specified in Schedule B.

1.6  'Term' means the initial term and any renewal terms of this Agreement, as defined in ARTICLE 6.

ARTICLE 2. SOFTWARE LICENSE

2.1  GRANT OF LICENSE. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a non-exclusive, non-transferable, revocable license to use the Licensed Software and Documentation during the Term, solely for Licensee's internal business operations at the designated location(s) specified in Schedule A.

2.2  SCOPE OF USE. Licensee may install and use the Licensed Software on [Number] designated server(s) and allow up to [Number] concurrent users or named users, as specified in Schedule A. Any use beyond this scope requires a separate written agreement and may incur additional fees.

2.3  RESTRICTIONS. Licensee shall not, and shall not permit any third party to: (a) copy, modify, adapt, translate, reverse engineer, decompile, disassemble, or derive source code from the Licensed Software, except as expressly permitted by applicable law notwithstanding this limitation; (b) rent, lease, sublicense, sell, assign, or otherwise transfer rights in the Licensed Software or Documentation; (c) remove, alter, or obscure any proprietary notices or labels on the Licensed Software or Documentation; (d) use the Licensed Software for any illegal or unauthorized purpose; or (e) benchmark or disclose performance information about the Licensed Software to any third party without Licensor's prior written consent.

2.4  OWNERSHIP. Licensor retains all right, title, and interest in and to the Licensed Software and Documentation, including all intellectual property rights therein. This Agreement grants Licensee only a limited license to use the Licensed Software and Documentation, and no ownership rights are transferred.

ARTICLE 3. FEES AND PAYMENT

3.1  FEES. Licensee shall pay Licensor the Subscription Fee as set forth in Schedule B. The Subscription Fee is exclusive of all applicable taxes, duties, and levies, which shall be the sole responsibility of Licensee.

3.2  INVOICING AND PAYMENT. Licensor shall invoice Licensee [Payment Frequency, e.g., annually in advance, quarterly] for the Subscription Fee. Payments are due within [Number] days of the invoice date. All payments shall be made in [Currency] to the account specified by Licensor.

3.3  LATE PAYMENT. Any amounts not paid when due shall accrue interest at the rate of [Interest Rate]% per month or the maximum rate permitted by law, whichever is lower, from the due date until paid in full.

3.4  FEE ADJUSTMENTS. Licensor reserves the right to adjust the Subscription Fee upon [Number] days' written notice to Licensee, effective at the start of any renewal Term. Any such adjustment shall not exceed [Percentage]% of the previous Term's Subscription Fee.

ARTICLE 4. MAINTENANCE SERVICES

4.1  SCOPE OF SERVICES. During the Term, Licensor shall provide Maintenance Services to Licensee, which shall include:

    (a)  Error Correction: Reasonable efforts to correct verifiable and reproducible errors in the Licensed Software.

    (b)  Updates/Upgrades: Provision of generally available updates, upgrades, and bug fixes to the Licensed Software that Licensor makes available to its other licensees at no additional charge.

    (c)  Technical Support: Access to Licensor's technical support via [Support Channel, e.g., email, phone] during normal business hours ([Support Hours], [Time Zone]) for assistance with the installation, configuration, and operation of the Licensed Software. Response times for support requests are outlined in Schedule C.

4.2  EXCLUSIONS. Maintenance Services do not include support for issues arising from: (a) misuse or unauthorized modification of the Licensed Software; (b) use of the Licensed Software with hardware or software not approved by Licensor; (c) failure to implement updates or upgrades provided by Licensor; or (d) causes external to the Licensed Software, such as network or operating system failures.

ARTICLE 5. WARRANTIES AND DISCLAIMERS

5.1  LICENSOR WARRANTIES. Licensor warrants that: (a) it has the right and authority to grant the license and provide the Maintenance Services as contemplated by this Agreement; (b) the Licensed Software, when used as intended and in accordance with the Documentation, will perform substantially in accordance with the Documentation for a period of [Number] days from the Effective Date; and (c) the Maintenance Services will be performed in a professional and workmanlike manner.

5.2  DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 5.1, THE LICENSED SOFTWARE, DOCUMENTATION, AND MAINTENANCE SERVICES ARE PROVIDED 'AS IS' AND 'AS AVAILABLE' WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. LICENSOR EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ACCURACY OF DATA. LICENSOR DOES NOT WARRANT THAT THE LICENSED SOFTWARE WILL BE ERROR-FREE, UNINTERRUPTED, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

ARTICLE 6. TERM AND TERMINATION

6.1  TERM. This Agreement shall commence on the Effective Date and continue for an initial term of [Initial Term Duration, e.g., one year] ('Initial Term'). Thereafter, this Agreement shall automatically renew for successive renewal terms of [Renewal Term Duration, e.g., one year] ('Renewal Term'), unless either party provides written notice of non-renewal to the other party at least [Number] days prior to the end of the then-current Term.

6.2  TERMINATION FOR CAUSE. Either party may terminate this Agreement immediately upon written notice to the other party if the other party: (a) materially breaches any provision of this Agreement and fails to cure such breach within [Number] days after receiving written notice thereof; or (b) becomes insolvent, makes an assignment for the benefit of creditors, files for bankruptcy, or has a receiver or trustee appointed for its assets.

6.3  EFFECT OF TERMINATION. Upon termination or expiration of this Agreement for any reason: (a) all licenses granted to Licensee hereunder shall immediately terminate; (b) Licensee shall cease all use of the Licensed Software and Documentation; (c) Licensee shall, within [Number] days, return to Licensor or destroy all copies of the Licensed Software and Documentation in its possession or control and certify such destruction in writing to Licensor; and (d) all outstanding payment obligations of Licensee shall become immediately due and payable.

6.4  SURVIVAL. The provisions of ARTICLES 1, 2.3, 2.4, 3, 5.2, 6.3, 6.4, 7, 8, 9, 10, and 11 shall survive any termination or expiration of this Agreement.

ARTICLE 7. LIMITATION OF LIABILITY

7.1  EXCLUSION OF CERTAIN DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, OR USE, INCURRED BY LICENSEE OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE LICENSED SOFTWARE OR MAINTENANCE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.2  CAP ON LIABILITY. IN NO EVENT SHALL LICENSOR'S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE TOTAL FEES PAID BY LICENSEE TO LICENSOR FOR THE LICENSED SOFTWARE AND MAINTENANCE SERVICES DURING THE [Number] MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

ARTICLE 8. INDEMNIFICATION

8.1  LICENSOR INDEMNIFICATION. Licensor shall indemnify, defend, and hold harmless Licensee from and against any and all third-party claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or relating to any claim that the Licensed Software, as provided by Licensor to Licensee, infringes any valid patent, copyright, or trademark of a third party. If the Licensed Software is held to infringe, or in Licensor's opinion is likely to infringe, Licensor may, at its option and expense: (a) procure for Licensee the right to continue using the Licensed Software; (b) replace or modify the Licensed Software so it becomes non-infringing; or (c) terminate this Agreement and refund any pre-paid, unused fees.

8.2  LICENSEE INDEMNIFICATION. Licensee shall indemnify, defend, and hold harmless Licensor from and against any and all third-party claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or relating to Licensee's unauthorized use or modification of the Licensed Software or breach of this Agreement.

8.3  CONDITIONS. The indemnifying party's obligations under this Article are conditioned upon: (a) prompt written notice of the claim by the indemnified party; (b) the indemnifying party having sole control of the defense and settlement of the claim; and (c) the indemnified party providing reasonable cooperation to the indemnifying party in the defense thereof.

ARTICLE 9. CONFIDENTIALITY

9.1  CONFIDENTIAL INFORMATION. Each party ('Disclosing Party') may disclose to the other party ('Receiving Party') certain non-public, proprietary, or confidential information ('Confidential Information'). Confidential Information includes, but is not limited to, the Licensed Software (including its source code), Documentation, business plans, financial information, customer lists, technical data, and the terms of this Agreement.

9.2  OBLIGATIONS. The Receiving Party agrees to: (a) protect the Confidential Information using the same degree of care it uses to protect its own similar confidential information, but in no event less than a reasonable degree of care; (b) use the Confidential Information solely for the performance of its obligations or exercise of its rights under this Agreement; and (c) not disclose the Confidential Information to any third party, except to its employees, contractors, or agents who have a need to know such information for the purposes of this Agreement and who are bound by confidentiality obligations at least as protective as those herein.

9.3  EXCEPTIONS. The obligations of confidentiality shall not apply to information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any confidentiality obligation; (c) is independently developed by the Receiving Party without reference to the Disclosing Party's Confidential Information; or (d) is rightfully obtained by the Receiving Party from a third party without restriction on disclosure.

9.4  COMPELLED DISCLOSURE. If the Receiving Party is compelled by law or court order to disclose Confidential Information, it shall provide prior written notice to the Disclosing Party (if legally permitted) to allow the Disclosing Party to seek a protective order or other appropriate remedy.

ARTICLE 10. GOVERNING LAW AND DISPUTE RESOLUTION

10.1 GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of [Governing Law Jurisdiction], without regard to its conflict of laws principles.

10.2 DISPUTE RESOLUTION. Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, shall be resolved exclusively by [Arbitration/Litigation].

    (a)  IF ARBITRATION: All disputes shall be finally settled by arbitration administered by [Arbitration Body Name] in accordance with its [Arbitration Rules Name] in effect on the date of this Agreement. The arbitration shall take place in [Arbitration City, State/Country]. The language of the arbitration shall be [Language]. The award rendered by the arbitrator(s) shall be final and binding upon both parties, and judgment may be entered thereon in any court having jurisdiction thereof.

    (b)  IF LITIGATION: The parties hereby irrevocably submit to the exclusive jurisdiction of the state and federal courts located in [Court City, State/Country] for the purpose of any action, suit, or proceeding arising out of or relating to this Agreement.

ARTICLE 11. GENERAL PROVISIONS

11.1 ENTIRE AGREEMENT. This Agreement, including all attached schedules, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, negotiations, and communications, whether written or oral.

11.2 AMENDMENTS. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by duly authorized representatives of both parties.

11.3 ASSIGNMENT. Neither party may assign or transfer this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party, except that Licensor may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any attempted assignment in violation of this Section shall be null and void.

11.4 NOTICES. All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed to have been duly given when: (a) delivered personally; (b) sent by certified or registered mail, return receipt requested, postage prepaid; (c) sent by nationally recognized overnight courier service; or (d) sent by email with confirmation of receipt, to the addresses specified below or to such other address as a party may designate by written notice to the other party.

    If to Licensor:
    [Licensor Contact Name]
    [Licensor Contact Title]
    [Licensor Address]
    [Licensor Email]

    If to Licensee:
    [Licensee Contact Name]
    [Licensee Contact Title]
    [Licensee Address]
    [Licensee Email]

11.5 FORCE MAJEURE. Neither party shall be liable for any delay or failure in performance hereunder, other than for payment obligations, caused by acts of God, war, terrorism, riots, embargoes, fires, floods, earthquakes, epidemics, or other causes beyond its reasonable control and without its fault or negligence.

11.6 SEVERABILITY. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The invalid or unenforceable provision shall be replaced by a valid and enforceable provision that most closely achieves the intent and economic effect of the original provision.

11.7 WAIVER. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.

11.8 HEADINGS. The headings in this Agreement are for convenience of reference only and shall not affect its interpretation.

11.9 COUNTERPARTS. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

LICENSOR:

[LICENSOR LEGAL NAME]

By: ___
Name: [Licensor Signatory Name]
Title: [Licensor Signatory Title]

LICENSEE:

[LICENSEE LEGAL NAME]

By: ___
Name: [Licensee Signatory Name]
Title: [Licensee Signatory Title]

SCHEDULE A - LICENSED SOFTWARE AND SCOPE OF USE

1.  LICENSED SOFTWARE DETAILS:
    Software Name: [Software Product Name]
    Version: [Software Version]
    Description: [Brief description of the software functionality]

2.  DESIGNATED LOCATION(S) FOR USE:
    [Physical Address or Data Center Location]

3.  INSTALLATION AND USER LIMITS:
    Number of Servers: [Number]
    User Type: [Concurrent Users / Named Users]
    Maximum Users: [Number]

4.  SPECIAL CONDITIONS (IF ANY):
    [List any specific conditions or configurations]

SCHEDULE B - FEES AND PAYMENT SCHEDULE

1.  SUBSCRIPTION FEE:
    Amount: [Amount] per [Frequency, e.g., year, quarter]
    Currency: [Currency]

2.  PAYMENT TERMS:
    Billing Frequency: [Annual / Quarterly / Monthly]
    Due Date: [Number] days from invoice date

3.  INITIAL PAYMENT:
    Due Upon Signing: [Amount]

4.  RENEWAL FEE ADJUSTMENT CAP:
    Maximum Annual Increase: [Percentage]%

SCHEDULE C - TECHNICAL SUPPORT AND SERVICE LEVEL AGREEMENT (SLA)

1.  SUPPORT CHANNELS:
    Email: [Support Email Address]
    Phone: [Support Phone Number]
    Web Portal: [Support Web Portal URL]

2.  SUPPORT HOURS:
    [Support Start Time] to [Support End Time] [Time Zone], [Days of Week, e.g., Monday to Friday], excluding public holidays.

3.  RESPONSE TIMES:
    Priority 1 (Critical - System Down): Response within [Number] hour(s), Resolution Goal: [Number] hours.
    Priority 2 (High - Major Functionality Impaired): Response within [Number] business hour(s), Resolution Goal: [Number] business days.
    Priority 3 (Medium - Minor Issue/Question): Response within [Number] business day(s), Resolution Goal: [Number] business days.
    Priority 4 (Low - General Inquiry/Enhancement Request): Response within [Number] business day(s).

4.  ESCALATION PROCEDURE:
    Initial Contact: [Support Tier 1]
    Escalation 1: [Support Tier 2 Contact Name/Role] after [Number] hours if no resolution.
    Escalation 2: [Support Tier 3 Contact Name/Role] after [Number] hours if no resolution.