SOFTWARE PERPETUAL LICENSE AGREEMENT
This Software Perpetual License Agreement (the “Agreement”) is made and entered into between DefenceX PTY LTD, with its principal place of business at [Address] (hereinafter referred to as “Licensor”) and [Licensee Company Name], with its principal place of business at [Address] (hereinafter referred to as “Licensee”).
WHEREAS, Licensor is the owner of certain software development kit (“SDK”) known as [SDK Name] (the “Software”), which allows for the creation of derivative products;
WHEREAS, Licensee desires to obtain a perpetual license to use the Software for the development of derivative products;
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:
- GRANT OF LICENSE 1.1 Licensor hereby grants Licensee a perpetual, non-exclusive, non-transferable license to use the Software, subject to the terms and conditions set forth in this Agreement.
- LICENSEE’S OBLIGATIONS
2.1 Licensee agrees to use the Software solely for the purpose of developing derivative products specified as [Named Product]. Licensee shall not use the Software for any other purpose or for the development of any other products without obtaining prior written consent from Licensor.
2.2 Licensee agrees to use the Software in compliance with all applicable laws, regulations, and industry standards.
2.3 Licensee shall not modify, reverse engineer, decompile, disassemble, or create derivative works based on the Software without the prior written consent of Licensor.
2.4 Licensee shall not sublicense, distribute, or transfer the Software or any portion thereof to any third party without the prior written consent of Licensor. - INTELLECTUAL PROPERTY
3.1 Licensee acknowledges that the Software, including any updates, enhancements, or modifications thereto, and all intellectual property rights therein, are and shall remain the sole and exclusive property of Licensor.
3.2 Licensee shall not remove or alter any copyright notices, trademarks, or other proprietary rights notices placed on or within the Software. - CONFIDENTIALITY
4.1 Licensee agrees to treat the Software and any confidential information disclosed by Licensor as confidential and shall not disclose, use, or permit access to such information to any third party without the prior written consent of Licensor. - LIMITATION OF LIABILITY
5.1 In no event shall Licensor be liable to Licensee or any third party for any indirect, incidental, consequential, special, or punitive damages, including but not limited to, loss of profits, data, or use, arising out of or in connection with the use or inability to use the Software, even if Licensor has been advised of the possibility of such damages. - TERM AND TERMINATION
6.1 This Agreement shall commence on the Effective Date and shall continue in perpetuity unless terminated earlier as provided herein.
6.2 Either party may terminate this Agreement upon written notice to the other party in the event of a material breach by the other party, which remains uncured within thirty (30) days of receiving written notice of such breach.
6.3 Upon termination of this Agreement, Licensee shall immediately cease all use of the Software and return or destroy all copies of the Software in its possession or control. - GENERAL PROVISIONS
7.1 This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, or representations, whether oral or written.
7.2 This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction of [Jurisdiction], without regard to its conflict of laws principles.
7.3 Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts located in [Jurisdiction].
7.4 If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be severed, and the remaining provisions shall be enforced to the fullest extent permitted by law.
7.5 No waiver of any breach of this Agreement shall be deemed a waiver of any subsequent breach.
7.6 This Agreement may not be assigned or transferred by Licensee without the prior written consent of Licensor.
IN WITNESS WHEREOF, the parties hereto have caused this Software Perpetual License Agreement to be executed by their duly authorized representatives as of the Effective Date.
DEFENCEX PTY LTD:
[Authorized Signatory] Name: Title:
LICENSEE:
[Authorized Signatory] Name: Title:
Date: ________________________