REF: SOFTWARE-LICENSING-AGREEMENT SOFTWARE LICENSING AGREEMENT
THIS SOFTWARE LICENSING AGREEMENT (the "Agreement") is entered into on this [Agreement Date] (the "Effective Date"), by and between:
THE LICENSOR:
[Licensor / Software Author Name], operating under the trade name [Licensor Trade / Firm Name], having its registered office / address at [Licensor Address] (hereinafter referred to as the "Licensor", which expression shall, unless repugnant to the context, include their successors, legal heirs, and permitted assigns) of the FIRST PART;
AND
THE LICENSEE:
[Licensee / Customer Enterprise Name], having its principal place of business at [Licensee Registered Address] (hereinafter referred to as the "Licensee", which expression shall, unless repugnant to the context, include its successors, legal representatives, and permitted assigns) of the SECOND PART.
WHEREAS:
A. The Licensor is the author, sole copyright holder, and proprietary owner of the specialized computer software program known as [Licensed Software Name & Version].
B. The Licensee desires to obtain a non-exclusive license to deploy and utilize [Licensed Software Name & Version] for its internal commercial operations, and the Licensor agrees to grant such license on the terms set forth herein.
NOW, THEREFORE, the Parties agree as follows:
1. GRANT OF LICENSE
1.1 Software Identification: The licensed computer program is: [Licensed Software Name & Version].
1.2 Description of Capabilities: The software functionality comprises:
[Software Functionality & Purpose]
1.3 Nature of Grant: Subject to the terms of this Agreement and full payment of license fees, the Licensor grants to the Licensee a non-exclusive, non-transferable, revocable license to utilize the software under the following model: Subscription.
1.4 The license is granted strictly for internal business operations and does not confer any title, source code ownership, or copyright to the Licensee.
2. LICENSE RESTRICTIONS
2.1 The Licensee shall strictly abide by the following restrictions:
[Express License Restrictions]
2.2 The Licensee shall not:
(a) Reverse engineer, disassemble, decompile, or decode the binary software in violation of the Copyright Act 1957;
(b) Sublicense, lease, rent, loan, or distribute the software to external third parties;
(c) Remove, alter, or obscure any copyright notices, trademarks, or digital watermarks embedded within the software.
3. LICENSE CONSIDERATION AND PAYMENT TERMS
3.1 The Licensee shall pay to the Licensor an annual license fee of INR [Annual License Fee (INR)] (Indian Rupees).
3.2 License fees shall be payable in advance on an annual basis upon presentation of an electronic invoice, remitted within ten (10) business days via bank transfer or NEFT/RTGS.
3.3 Failure to pay renewal fees within thirty (30) days of due date shall result in immediate suspension of license activation keys.
3.4 Tax Deducted at Source (TDS) under Section 194J of the Income Tax Act 1961 may be deducted where applicable, accompanied by timely Form 16A certificates.
4. MAINTENANCE, SUPPORT, AND UPGRADE POLICY
4.1 The Licensor shall provide technical maintenance and support as follows:
[Technical Support & SLA Terms]
4.2 Software updates, maintenance releases, and major upgrades shall be governed by:
[Software Updates and Upgrade Policy]
5. INTELLECTUAL PROPERTY AND TITLE RESERVATION
5.1 The Licensor retains sole and exclusive title, copyright, patentable inventions, and intellectual property rights in [Licensed Software Name & Version], its documentation, underlying source code, database architectures, and graphical interfaces.
5.2 All rights not expressly granted to the Licensee herein are reserved by the Licensor under the Copyright Act 1957.
6. DATA PRIVACY AND SECURITY
6.1 Any data entered by the Licensee into the software remains the property of the Licensee.
6.2 The Licensor shall observe reasonable security practices under Section 43A of the Information Technology Act 2000 and the Digital Personal Data Protection Act 2023, ensuring telemetry or cloud data is handled securely.
7. WARRANTY DISCLAIMER AND LIMITATION OF LIABILITY
7.1 The software is provided "as is". The Licensor warrants that the software will perform substantially in accordance with documentation for sixty (60) days from deployment.
7.2 The Licensor does not warrant that software operations will be entirely error-free or uninterrupted.
7.3 Under no circumstances shall either Party be liable for lost profits, loss of business data, or indirect consequential damages. The Licensor's maximum cumulative liability under this Agreement shall not exceed the annual license fee paid by the Licensee during the twelve (12) months preceding the incident.
8. TERMINATION AND REVOCATION
8.1 Termination provisions and consequences are defined as:
[Termination and License Revocation Conditions]
8.2 Upon termination, the license granted herein immediately expires. The Licensee shall cease all use of the software, purge all local server installations, and certify destruction in writing to the Licensor.
9. INDEPENDENT CONTRACTOR RELATIONSHIP
The Licensor operates as an independent software vendor under the Indian Contract Act 1872. No employment or partnership relationship is established.
10. GOVERNING LAW AND DISPUTE RESOLUTION
This Agreement shall be governed by and construed in accordance with the laws of India, including the Indian Contract Act 1872 and the Information Technology Act 2000. Any dispute arising out of this Agreement shall be resolved through arbitration before a sole arbitrator in India in accordance with the Arbitration and Conciliation Act 1996.
IN WITNESS WHEREOF, the Parties hereto have executed this Software Licensing Agreement on the date first written above.
LICENSOR:
Signature: ___________________________
Name: [Licensor / Software Author Name]
Firm: [Licensor Trade / Firm Name]
Address: [Licensor Address]
Date: [Agreement Date]
LICENSEE:
Signature: ___________________________
Name: [Licensee / Customer Enterprise Name]
Address: [Licensee Registered Address]
Date: [Agreement Date]
SCHEDULE OF TERMS, COVENANTS & CONDITIONS(6 ACTIVE CLAUSES)
1. TENURE & TERM OF LEASE: The term of this lease/tenancy shall be for a fixed duration of {{duration_months}} months commencing on {{commencement_date}} and terminating on {{expiry_date}} unless renewed by mutual consent.
2. MONTHLY RENT & DUE DATE: The Second Party covenants to remit a monthly rent of Rs. {{monthly_rent}} payable in advance on or before the {{rent_due_day}} day of each calendar month.
3. REFUNDABLE SECURITY DEPOSIT: The Second Party has deposited an interest-free refundable security sum of Rs. {{security_deposit}} with the First Party, returnable within 7 banking days of vacant handover.
4. PERMITTED USE OF PREMISES: The demised premises shall be utilized exclusively for lawful residential dwelling purposes and shall not be converted into commercial or industrial use.
5. STATUTORY ARBITRATION (ACT 1996): Any dispute arising hereunder shall be referred to a sole arbitrator appointed mutually under the Arbitration and Conciliation Act, 1996, with seat of arbitration in the execution city.
6. SUB-LEASE & ASSIGNMENT PROHIBITION: The Second Party is strictly prohibited from sub-letting, parting with possession, or assigning any portion of the premises to third parties without prior written consent.
ATTESTATION BY INDEPENDENT WITNESSES (AS PER APPLICABLE LAW)
First Witness
Signature:
Full Name:
Parent / Spouse:
Address:
Govt ID / Aadhaar:
Second Witness
Signature:
Full Name:
Parent / Spouse:
Address:
Govt ID / Aadhaar:
