A perpetual license agreement is a legal contract that grants an individual or company the right to use a piece of software or technology for an indefinite period of time. Essentially, it is a license that never expires, making it a valuable asset for businesses that rely heavily on certain software programs.
If you`re in the process of drafting a perpetual license agreement, it is important to ensure that it contains all of the necessary components to protect your interests. Here is an example of a perpetual license agreement sample that you can use as a starting point when drafting your own agreement.
Perpetual License Agreement Sample
This Perpetual License Agreement (the "Agreement") is made and entered into on [date] by and between [Licensee Name] ("Licensee") and [Licensor Name] ("Licensor").
WHEREAS, Licensor owns all rights, title, and interest in and to the software program known as [Software Name], and desires to license such software to Licensee on a perpetual basis; and
WHEREAS, Licensee desires to obtain a perpetual license to use the software program known as [Software Name];
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:
1. Definitions
The terms used in this Agreement have the meanings set forth below:
(a) "Software" means the software program known as [Software Name], including any documentation, updates, and upgrades.
(b) "Perpetual License" means the right to use the Software indefinitely, subject to the terms and conditions of this Agreement.
2. Grant of License
Licensor hereby grants Licensee a Perpetual License to use the Software in accordance with the terms and conditions of this Agreement. This license is non-exclusive, non-transferable, and non-sublicensable.
3. License Fee
In consideration for the Perpetual License granted herein, Licensee shall pay to Licensor a one-time license fee of [License Fee] dollars upon execution of this Agreement.
4. License Restrictions
Licensee shall not, and shall not permit any third party to:
(a) reproduce, modify, or create derivative works of the Software;
(b) reverse engineer, decompile, or disassemble the Software, except to the extent that such activity is expressly permitted by applicable law;
(c) distribute, sublicense, transfer, or otherwise make available the Software to any third party;
(d) use the Software for any unlawful purpose or in any manner that violates any applicable law or regulation;
(e) remove or alter any copyright, trademark, or other proprietary notices contained in the Software;
(f) rent, lease, or lend the Software to any third party.
5. Confidentiality
Licensee agrees to keep confidential and not disclose any confidential or proprietary information of Licensor, including the Software and any related documentation, to any third party without the prior written consent of Licensor.
6. Ownership
Licensor retains all rights, title, and interest in and to the Software, including all intellectual property rights. Licensee acknowledges that it has no ownership rights in the Software, except for the Perpetual License granted herein.
7. Termination
This Agreement may be terminated by either party upon written notice if the other party breaches any material term or condition of this Agreement and fails to cure such breach within thirty (30) days of receipt of written notice thereof.
8. Limitation of Liability
IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of [Jurisdiction], without giving effect to its principles of conflicts of law.
10. Entire Agreement
This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, or representations, whether written or oral.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
[Licensee Name]
By: _______________________________
Title: _____________________________
Date: _____________________________
[Licensor Name]
By: _______________________________
Title: _____________________________
Date: _____________________________
In conclusion, a perpetual license agreement is a valuable asset that can provide long-term benefits for businesses. It is important to ensure that the agreement contains all of the necessary components to protect your interests. Use this perpetual license agreement sample as a starting point when drafting your own agreement, and be sure to consult with legal counsel as needed.