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Licensing and Distribution of Software Agreement template
Licensing and Distribution of Software Agreement sample


What is Licensing and Distribution of Software Agreement?

Licensing and Distribution of Software Agreement An agreement allowing the licensing and distribution of software, specifying licensing terms, distribution channels, and royalties.



Sample template:



Licensing and Distribution of Software Agreement


This Licensing and Distribution of Software Agreement ("Agreement") is entered into as of the date last signed below (the "Effective Date") by and between InnovateTech Software Solutions Inc., a corporation organized and existing under the laws of the United States, with its principal place of business at [Address] ("Licensor"), and GlobalTech Distribution LLC, a limited liability company organized and existing under the laws of the United States, with its principal place of business at [Address] ("Licensee").

1. Grant of License

1.1. Scope of License


Licensor hereby grants Licensee a non-exclusive, non-transferable, worldwide license during the Term to (i) make copies of the TechMaster Pro project management software program ("Software") for the purpose of installing the Software on computers owned or controlled by end-users ("Users") and (ii) distribute and sublicense the Software to Users in accordance with the terms of this Agreement. Licensee may not transfer or sublicense the Software to any other party without the prior written consent of Licensor.



2. Distribution Channels

2.1. Approved Distribution Channels


Licensee is authorized to distribute the Software through its own website, affiliated webstores, authorized resellers, and electronic software distribution platforms approved by Licensor. Licensee shall not distribute the Software through any other channels without the prior written consent of Licensor.



3. Royalties

3.1. Royalty Rate


Licensee shall pay Licensor a royalty for each copy of the Software sublicensed to Users. The royalty rate shall be equal to twenty percent (20%) of the Net Sales Price of each copy of the Software sold by Licensee. "Net Sales Price" means the actual sales price received by Licensee for the Software, less any sales taxes, duties, discounts, credits, and refunds.



3.2. Royalty Report and Payment


Licensee shall submit to Licensor a detailed royalty report, on a quarterly basis within thirty (30) days after the end of each calendar quarter, showing the number of copies of the Software sublicensed to Users, the gross and net revenues from such sublicenses, and the calculation of the royalty payment due for the quarter. Royalty payments shall be due and payable together with the submission of each royalty report.



4. Intellectual Property Rights

4.1. Ownership


All intellectual property rights in and to the Software and any modifications, enhancements, updates, upgrades, and documentation provided by Licensor (collectively, "IP Rights") are and shall remain the exclusive property of Licensor. Licensee acknowledges that no title to the IP Rights transfers to Licensee by this Agreement. Licensee shall take all reasonable steps to protect and maintain the IP Rights of Licensor during the term of this Agreement.



4.2. No Unauthorized Use


Except as expressly authorized in this Agreement, Licensee shall not use, reproduce, sublicense, distribute, or disclose the Software or any portion thereof in any form or by any means, nor permit any third party to do so. Licensee shall not decompile, reverse engineer, disassemble or otherwise attempt to derive the source code of the Software. Licensee will immediately notify Licensor in writing of any unauthorized use or disclosure of the Software or infringement of Licensor's IP Rights.



5. Term and Termination

5.1. Term


The term of this Agreement shall commence on the Effective Date and shall continue for a period of three (3) years unless terminated earlier in accordance with this Agreement (the "Term").



5.2. Termination for Breach


Either party may terminate this Agreement upon written notice if the other party materially breaches any term or condition of this Agreement and fails to remedy such breach within thirty (30) days after receipt of written notice of the same.



5.3. Effect of Termination


Upon termination of this Agreement, all rights and licenses granted to Licensee under this Agreement shall immediately cease, and Licensee shall promptly return to Licensor, or destroy and certify the destruction of, all copies of the Software and any confidential information of Licensor in its possession or control.



6. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the United States and the State of [State], without regard to its conflicts of law provisions. The parties hereby consent to the exclusive jurisdiction and venue of the state and federal courts located in [State] for any disputes arising under this Agreement.



7. Miscellaneous

7.1. Entire Agreement


This Agreement constitutes the entire agreement between the parties hereto, and supersedes all prior or contemporaneous agreements, understandings, and negotiations, whether oral or written, with respect to the subject matter hereof.



7.2. Amendment


This Agreement may only be amended in writing signed by both parties.



7.3. No Waiver


No waiver of any provision of this Agreement shall be valid unless in writing and signed by the party against whom enforcement is sought. No waiver of any breach or default hereunder shall be deemed a waiver of any subsequent breach or default of the same or similar nature.



7.4. Severability


If any provision of this Agreement is held to be invalid, illegal, or unenforceable under applicable law, such provision shall be struck from the Agreement and the remaining provisions shall continue in full force and effect.



8. Execution

IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement in duplicate originals as of the Effective Date.



InnovateTech Software Solutions Inc.


By: _____________________________


Name: ___________________________


Title: __________________________


Date: ___________________________



GlobalTech Distribution LLC


By: _____________________________


Name: ___________________________


Title: __________________________


Date: ___________________________




Main Sections of a Licensing and Distribution of Software Agreement


In this Licensing and Distribution of Software Agreement, you will see the following sections:

  1. Grant of License
  2. Distribution Channels
  3. Royalties
  4. Intellectual Property Rights
  5. Term and Termination
  6. Governing Law and Jurisdiction
  7. Miscellaneous
  8. Execution


About each Section - Analysis and Summary:

  1. Grant of License : This section explains that the Licensor (InnovateTech Software Solutions Inc.) is giving the Licensee (GlobalTech Distribution LLC) permission to make copies of the software and distribute it to end-users. The Licensee cannot transfer or sublicense the software to anyone else without the Licensor's written consent.

  2. Distribution Channels : This section outlines the approved methods for the Licensee to distribute the software, such as through their website, affiliated webstores, authorized resellers, and approved electronic software distribution platforms. The Licensee cannot use other distribution channels without the Licensor's written consent.

  3. Royalties : This section details the royalty payment process. The Licensee must pay the Licensor a royalty equal to 20% of the net sales price for each copy of the software sold. The Licensee must also submit a quarterly royalty report and payment to the Licensor.

  4. Intellectual Property Rights : This section clarifies that the Licensor owns all intellectual property rights related to the software, including any modifications, enhancements, updates, upgrades, and documentation. The Licensee must protect and maintain the Licensor's intellectual property rights and cannot use the software in any unauthorized way.

  5. Term and Termination : This section states that the agreement will last for three years unless terminated earlier due to a breach of the agreement. Either party can terminate the agreement if the other party fails to remedy a material breach within 30 days of receiving written notice. Upon termination, the Licensee must return or destroy all copies of the software and any confidential information of the Licensor.

  6. Governing Law and Jurisdiction : This section establishes that the agreement is governed by the laws of the United States and the specified state. The parties agree to the exclusive jurisdiction and venue of the state and federal courts located in the specified state for any disputes arising under the agreement.

  7. Miscellaneous : This section covers various general provisions, such as the entire agreement, amendment, no waiver, and severability clauses. These provisions help to clarify the parties' understanding of the agreement and how it can be modified or enforced.

  8. Execution : This section provides space for both parties to sign and date the agreement, indicating their acceptance of its terms and conditions.

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