Software Development License Agreement Template

1. Introduction
This Software Development License Agreement (the “Agreement”) is made and entered into as of [Date] by and between [Developer Name], a [State/Country] corporation with its principal place of business at [Address] (the “Developer”), and [Licensee Name], a [State/Country] corporation with its principal place of business at [Address] (the “Licensee”). The Developer and Licensee may be collectively referred to as the “Parties” or individually as a “Party.”

2. Definitions
For the purposes of this Agreement, the following terms shall have the meanings ascribed to them below:

• "Software": Refers to the software application, including any updates, modifications, or enhancements thereto, as described in Exhibit A.
• "Licensed Software": The specific version of the Software provided to the Licensee under this Agreement.
• "Documentation": The user manuals, technical specifications, and other materials provided by the Developer related to the Software.

3. Grant of License
The Developer hereby grants to the Licensee a non-exclusive, non-transferable license to use the Licensed Software in accordance with the terms and conditions set forth in this Agreement. The Licensee is permitted to:

• Install and use the Software on [number] of devices.
• Use the Software solely for [describe the intended use].
• Access and use the Documentation as necessary to operate the Software.

4. License Restrictions
The Licensee agrees not to:

• Copy, modify, or distribute the Software or Documentation without the Developer’s prior written consent.
• Reverse engineer, decompile, or disassemble the Software, except as expressly permitted by applicable law.
• Rent, lease, or sublicense the Software to any third party.
• Use the Software for any purpose that is illegal or prohibited by this Agreement.

5. Ownership
The Developer retains all rights, title, and interest in and to the Software, including all intellectual property rights. The Licensee acknowledges that it is granted only a limited right to use the Software and does not acquire any ownership rights in the Software.

6. Maintenance and Support
The Developer will provide maintenance and support for the Software as described in Exhibit B. The Developer is not obligated to provide any updates, upgrades, or new versions of the Software unless specified in this Agreement or in a separate agreement.

7. Fees and Payment
The Licensee agrees to pay the Developer the license fee as outlined in Exhibit C. Payment terms are [describe payment terms], and any late payments shall incur interest at the rate of [interest rate] per month.

8. Confidentiality
Both Parties agree to maintain the confidentiality of any proprietary or confidential information disclosed during the term of this Agreement. The Licensee agrees to use such confidential information only for the purposes of this Agreement and not to disclose it to any third party without the Developer’s prior written consent.

9. Term and Termination
This Agreement will commence on the Effective Date and continue for a period of [term length] unless terminated earlier in accordance with this section. Either Party may terminate this Agreement for any reason upon [notice period] written notice. Upon termination, the Licensee must cease all use of the Software and return or destroy all copies of the Software and Documentation.

10. Warranty Disclaimer
The Software is provided “as is” without any warranties of any kind. The Developer expressly disclaims all warranties, whether express or implied, including but not limited to implied warranties of merchantability and fitness for a particular purpose.

11. Limitation of Liability
In no event shall the Developer be liable for any indirect, incidental, consequential, or punitive damages arising out of or in connection with this Agreement, even if advised of the possibility of such damages. The Developer’s liability under this Agreement shall not exceed the amount paid by the Licensee for the Software.

12. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of [State/Country], without regard to its conflict of laws principles.

13. Miscellaneous

• Entire Agreement: This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements and understandings.
• Amendments: Any amendments or modifications to this Agreement must be made in writing and signed by both Parties.
• Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

IN WITNESS WHEREOF, the Parties have executed this Software Development License Agreement as of the date first above written.

[Developer Name]
By: ___________________________
Name:
Title:

[Licensee Name]
By: ___________________________
Name:
Title:

Exhibit A – Software Description
[Detailed description of the Software and its functionalities]

Exhibit B – Maintenance and Support
[Details regarding the maintenance and support services provided]

Exhibit C – License Fee
[Details of the license fee and payment terms]