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 NAME], a company organized and existing under the laws of [Licensor Jurisdiction], with its principal place of business at [Licensor Address] ("Licensor"); and

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

RECITALS

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

WHEREAS, Licensee desires to obtain a license to use such software and receive related maintenance and support services from Licensor, and Licensor is willing to grant such license and provide such services, all in accordance with the terms and conditions set forth in this Agreement.

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

ARTICLE 1. DEFINITIONS

1.1  "Software" means the proprietary software program(s) identified in Schedule A, including all modules, components, features, and documentation provided by Licensor to Licensee hereunder, and any Updates thereto.

1.2  "License" means the limited, non-exclusive, non-transferable right granted by Licensor to Licensee to use the Software in accordance with the terms of this Agreement.

1.3  "Updates" means all bug fixes, patches, enhancements, and new versions of the Software that Licensor generally makes available to its licensees as part of its standard maintenance and support services.

1.4  "Documentation" means all user manuals, guides, and other related materials pertaining to the Software provided by Licensor to Licensee.

1.5  "Effective Date" means the date first written above.

ARTICLE 2. SOFTWARE LICENSE GRANT

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 (only upon breach), limited license to install and use the Software solely for Licensee's internal business operations at the designated site(s) specified in Schedule A.

2.2  License Scope. The License granted hereunder permits Licensee to use the Software on up to [Number] [Concurrent Users / Named Users / Processors / Servers, etc.] as specified in Schedule A.

2.3  Restrictions. Licensee shall not, and shall not permit any third party to:
    (a)  Copy, modify, adapt, translate, or create derivative works of the Software or Documentation, except as expressly permitted herein.
    (b)  Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the Software, except to the extent such activities are expressly permitted by applicable law notwithstanding this limitation.
    (c)  Rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Software or Documentation to any third party.
    (d)  Remove or alter any proprietary notices or labels on the Software or Documentation.
    (e)  Use the Software for timesharing, service bureau, or similar purposes.

ARTICLE 3. MAINTENANCE AND SUPPORT SERVICES

3.1  Services Provided. During the Term of this Agreement, Licensor shall provide Licensee with maintenance and support services for the Software as described in Schedule B ("Maintenance Services").

3.2  Service Levels. Licensor shall use commercially reasonable efforts to meet the service level objectives set forth in Schedule B.

3.3  Exclusions. Maintenance Services do not include support for issues arising from:
    (a)  Use of the Software in a manner not in accordance with the Documentation.
    (b)  Alterations or modifications to the Software not authorized by Licensor.
    (c)  Problems caused by Licensee's hardware, operating system, or other third-party software not provided by Licensor.
    (d)  Negligence or improper use of the Software by Licensee or its employees.

ARTICLE 4. FEES AND PAYMENT

4.1  License Fee. Licensee shall pay Licensor a one-time license fee of [License Fee Amount] ([Currency]) upon execution of this Agreement.

4.2  Maintenance Fees. Licensee shall pay Licensor an annual maintenance fee of [Maintenance Fee Amount] ([Currency]) for the Maintenance Services, payable [Payment Frequency, e.g., annually in advance] on or before [Due Date] of each year, commencing on the Effective Date.

4.3  Payment Terms. All fees are due and payable within [Number] days of the invoice date. All payments shall be made in [Currency].

4.4  Taxes. All fees are exclusive of any sales, use, excise, value-added, or other similar taxes, duties, and charges, which shall be the sole responsibility of Licensee.

ARTICLE 5. TERM AND TERMINATION

5.1  Term. The term of this Agreement shall commence on the Effective Date and shall continue for an initial period of [Initial Term Length, e.g., one (1) year], unless earlier terminated as provided herein. Thereafter, this Agreement shall automatically renew for successive [Renewal Term Length, e.g., one (1) year] periods unless either party gives written notice of non-renewal at least [Number] days prior to the end of the then-current term.

5.2  Termination for Cause. Either party may terminate this Agreement immediately upon written notice to the other party if the other party materially breaches any of its obligations hereunder and fails to cure such breach within [Number] days after receiving written notice thereof.

5.3  Effect of Termination. Upon termination or expiration of this Agreement for any reason:
    (a)  The License granted hereunder shall immediately terminate.
    (b)  Licensee shall immediately cease all use of the Software and Documentation.
    (c)  Licensee shall, within [Number] days, return to Licensor or destroy all copies of the Software and Documentation in its possession or control and provide a written certification of compliance.
    (d)  All unpaid fees and charges accrued prior to the effective date of termination shall become immediately due and payable.

ARTICLE 6. INTELLECTUAL PROPERTY RIGHTS

6.1  Ownership. Licensor retains all right, title, and interest in and to the Software and Documentation, including all intellectual property rights therein. This Agreement does not grant Licensee any ownership interest in the Software or Documentation.

6.2  Feedback. Licensee agrees that any feedback, suggestions, or ideas provided to Licensor regarding the Software or Documentation may be used by Licensor for any purpose without obligation to Licensee.

ARTICLE 7. WARRANTIES AND DISCLAIMERS

7.1  Licensor Warranties. Licensor warrants that:
    (a)  It has the right and authority to grant the License and provide the Maintenance Services.
    (b)  The Software will substantially conform to the specifications set forth in the Documentation for a period of [Warranty Period, e.g., ninety (90) days] from the Effective Date.
    (c)  The Maintenance Services will be performed in a professional and workmanlike manner.

7.2  Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 7.1, THE SOFTWARE AND MAINTENANCE SERVICES ARE PROVIDED "AS IS" AND LICENSOR EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

ARTICLE 8. LIMITATION OF LIABILITY

8.1  Exclusion of Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, DATA, BUSINESS INTERRUPTIONS, OR REPUTATION) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.2  Cap on Liability. LICENSOR'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL FEES PAID BY LICENSEE TO LICENSOR UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

ARTICLE 9. CONFIDENTIALITY

9.1  Confidential Information. "Confidential Information" means all non-public information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party"), whether orally or in writing, that is designated as confidential or that, by its nature, would reasonably be understood to be confidential. The Software and Documentation are the Confidential Information of Licensor.

9.2  Obligations. The Receiving Party shall protect the Disclosing Party's Confidential Information with the same degree of care it uses to protect its own similar information, but in no event less than reasonable care. The Receiving Party shall not use the Disclosing Party's Confidential Information for any purpose other than to fulfill its obligations or exercise its rights under this Agreement.

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 finally settled by arbitration administered by [Arbitration Body Name] in accordance with its [Arbitration Rules] then in force. The seat of the arbitration shall be [Arbitration City, State/Country]. The language of the arbitration shall be [Arbitration Language].

ARTICLE 11. MISCELLANEOUS

11.1 Entire Agreement. This Agreement, including its Schedules, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral.

11.2 Amendments. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

11.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

11.4 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 substantially all of its assets.

11.5 Notices. All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or by reputable overnight courier to the addresses first set forth above.

11.6 Waivers. 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.

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

LICENSOR:

[LICENSOR NAME]

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

LICENSEE:

[LICENSEE NAME]

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

SCHEDULE A: SOFTWARE AND LICENSE DETAILS

1.  Software Name: [Software Product Name]
2.  Version: [Software Version]
3.  Description: [Brief description of the Software's functionality]
4.  Designated Site(s) of Use: [Address or location where software will be used]
5.  License Metric and Quantity: [e.g., 10 Concurrent Users, 5 Named Users, 2 Processors, 1 Server, etc.]

SCHEDULE B: MAINTENANCE AND SUPPORT SERVICES

1.  Service Hours: [e.g., 9:00 AM to 5:00 PM, Monday to Friday, excluding public holidays in (Licensor's Time Zone)]
2.  Response Time Objectives:
    a.  Critical Issues (Software down, major data loss): [e.g., 2 hours]
    b.  High Issues (Significant functionality impaired): [e.g., 4 hours]
    c.  Medium Issues (Minor functionality impaired, non-critical errors): [e.g., 8 hours]
    d.  Low Issues (General inquiries, documentation questions): [e.g., 24 hours]
3.  Support Channels: [e.g., Email: (Support Email Address), Phone: (Support Phone Number), Online Portal: (Support Portal URL)]
4.  Updates: Licensor shall provide all standard Updates as they become generally available.
5.  Exclusions: [Any additional services not covered, e.g., on-site support unless separately agreed, training beyond basic documentation]