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Software Licensing and Maintenance Agreement template
Software Licensing and Maintenance Agreement sample


What is Software Licensing and Maintenance Agreement?

Software Licensing and Maintenance Agreement Combines software licensing terms with ongoing maintenance and support services, specifying licensing fees and support obligations.



Sample template:



Software Licensing and Maintenance Agreement for DataGuardian Suite


1. Definitions

1.1. "Agreement"


refers to this Software Licensing and Maintenance Agreement for DataGuardian Suite including all annexes, schedules, and appendices.



1.2. "Documentation"


refers to the software manuals, user guides, and all other materials accompanying the Software in either printed or electronic form.



1.3. "Licensor"


refers to the owner of the DataGuardian Suite software, the party granting the License.



1.4. "Licensee"


refers to the party receiving the License, including the right to use the DataGuardian Suite software and receive Maintenance Services and Support from the Licensor.



1.5. "Maintenance Services"


refers to any support, maintenance, consulting, and related services provided by Licensor to Licensee under this Agreement.



1.6. "Software"


refers to the DataGuardian Suite, a proprietary software product owned by the Licensor, including any and all updates, upgrades, and versions thereof.



1.7. "Support"


refers to the technical assistance, troubleshooting, and guidance provided by Licensor to Licensee to resolve any Software-related problems or issues.



2. Grant of License

2.1. License Grant


Subject to the terms and conditions of this Agreement, Licensor hereby grants Licensee a non-exclusive, non-transferable, limited license to use the Software and Documentation solely for Licensee's internal business purposes.



2.2. License Restrictions


Except as expressly permitted by this Agreement, Licensee shall not: (a) sublicense, sell, resell, lease, rent, lend, or otherwise transfer the Software or Documentation to any third party; (b) reverse-engineer, disassemble, or decompile the Software; (c) modify, alter, or create derivative works of the Software or Documentation; or (d) remove or alter any copyright notice or other proprietary notice on the Software or Documentation.



2.3. Reservation of Rights


All rights not expressly granted herein are reserved by the Licensor. Nothing in this Agreement shall be construed to grant Licensee any right, title, or interest in the Software or Documentation, other than as expressly stated herein.



3. Maintenance Services and Support

3.1. Provision of Maintenance Services and Support


Licensor shall provide Licensee with Maintenance Services and Support during the term of this Agreement. Licensee shall pay Licensor the applicable fees for the Maintenance Services and Support as set forth in Schedule A.



3.2. Support Levels


Licensor shall provide Support to Licensee in accordance with the Support Level specified in Schedule A, which may include telephone or email assistance, remote access, or on-site support.



3.3. Updates and Upgrades


As part of the Maintenance Services, Licensor shall provide Licensee with any updates or upgrades to the Software that Licensor makes generally available to its other licensees at no additional charge.



3.4. Exclusions


Maintenance Services and Support do not include: (a) services for any modification, alteration, or repair of the Software made by a party other than Licensor; (b) services to correct Software problems resulting from Licensee's hardware or software errors or failures; (c) services covering any version of the Software no longer supported by Licensor; or (d) training services or consulting services not specifically covered by this Agreement.



4. Fees and Payment

4.1. License Fee


Licensee shall pay Licensor a one-time, non-refundable license fee for the Software in the amount specified in Schedule A ("License Fee").



4.2. Maintenance Services and Support Fees


Licensee shall pay Licensor the fees for Maintenance Services and Support as specified in Schedule A. Such fees shall be invoiced annually in advance and are due within thirty (30) days of the invoice date.



4.3. Late Payments


Any amounts not paid when due shall bear interest at the rate of one percent (1%) per month or the maximum rate permitted by applicable law, whichever is less.



5. Term and Termination

5.1. Term


This Agreement shall commence on the Effective Date and continue until terminated in accordance with this Section 5.



5.2. Termination for Convenience


Either party may terminate this Agreement for any reason by providing the other party with at least thirty (30) days' written notice.



5.3. Termination for Breach


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



5.4. Effect of Termination


Upon termination of this Agreement, the License granted to Licensee shall immediately cease, and Licensee shall promptly return or destroy, at Licensor's discretion, all copies of the Software and Documentation in Licensee's possession or control. Sections 2.2, 4, 6, 7, and 8 shall survive termination of this Agreement.



6. Confidentiality

Each party shall keep confidential, and shall not, without the prior written consent of the other party, disclose to any third party any non-public information received from the other party in connection with this Agreement, unless such non-public information (a) is or becomes publicly available other than through a breach of this Agreement; (b) is subsequently disclosed to the receiving party by a third party not under an obligation of confidentiality; or (c) is independently developed by the receiving party without reference to the confidential information of the other party. The parties' obligations of confidentiality under this Section shall continue for a period of three (3) years after termination of this Agreement.



7. Limitation of Liability

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY UNDER THIS AGREEMENT FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES, INCLUDING LOSS OF PROFITS, BUSINESS INTERRUPTION, OR LOSS OF DATA, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LICENSOR'S TOTAL LIABILITY FOR DAMAGES, REGARDLESS OF THE FORM OF ACTION, SHALL IN NO EVENT EXCEED THE LICENSE FEE PAID BY LICENSEE UNDER THIS AGREEMENT.



8. Miscellaneous

8.1. Governing Law


This Agreement shall be governed by and construed in accordance with the laws of the United States.



8.2. Dispute Resolution


Any disputes arising out of or in connection with this Agreement shall be resolved by final and binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The prevailing party in any such arbitration shall be entitled to recover its reasonable attorneys' fees and costs.



8.3. Entire Agreement


This Agreement, including any annexes, schedules, and appendices, constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous understandings or agreements, whether written or oral, concerning such subject matter.



8.4. Amendment


No modification or amendment of this Agreement shall be binding unless signed by both parties.



8.5. Assignment


Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement to an affiliate or a successor in interest in connection with a merger, acquisition, or the sale of all or substantially all of its assets to which this Agreement relates.



8.6. Waiver


No waiver of any term or condition of this Agreement shall be deemed a further or continuing waiver of any such term or condition or any other term or condition.



8.7. Notices


All notices required or permitted under this Agreement shall be in writing and deemed given when delivered: (a) by personal delivery or by a recognized overnight courier; (b) by registered or certified mail, postage prepaid; or (c) by email, provided that receipt is acknowledged by the recipient. All notices shall be addressed to the parties at their respective addresses set forth in Schedule A or such other address as a party may designate by notice to the other party.



Schedule A - Fees and Support Levels

[Insert fees for License, Maintenance Services, and Support, as well as the specific Support Level chosen by Licensee.]

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Common Sections of a Software Licensing and Maintenance Agreement


In this Software Licensing and Maintenance Agreement for DataGuardian Suite, you will see the following sections:

  1. Definitions
  2. Grant of License
  3. Maintenance Services and Support
  4. Fees and Payment
  5. Term and Termination
  6. Confidentiality
  7. Limitation of Liability
  8. Miscellaneous
  9. Schedule A - Fees and Support Levels


Summary of each section:

  1. Definitions : This section explains the key terms used throughout the agreement, such as "Software," "Licensor," "Licensee," "Maintenance Services," and "Support." Think of it as a glossary for the agreement.

  2. Grant of License : This section outlines the rights given to the Licensee (you) to use the DataGuardian Suite software and its accompanying documentation. It also lists the restrictions on what you can't do with the software, like selling or modifying it. It's like a set of rules for using the software.

  3. Maintenance Services and Support : This section describes the support and maintenance services provided by the Licensor (the software owner) to you, the Licensee. It covers the different support levels, updates, and upgrades, as well as what is not included in these services. It's like a customer service plan for the software.

  4. Fees and Payment : This section explains the fees you need to pay for the software license and maintenance services, as well as the payment terms and any late payment penalties. It's like the price tag and payment instructions for the software and its services.

  5. Term and Termination : This section outlines how long the agreement lasts and the conditions under which either party can end it. It also explains what happens when the agreement is terminated, such as the end of the software license. It's like the expiration date and cancellation policy for the agreement.

  6. Confidentiality : This section requires both parties to keep certain information confidential and not disclose it to third parties. It's like a privacy agreement between you and the software owner.

  7. Limitation of Liability : This section limits the amount of money either party can be held responsible for if something goes wrong with the software or the agreement. It's like a safety net for both parties in case of problems.

  8. Miscellaneous : This section covers various legal aspects of the agreement, such as governing law, dispute resolution, and how to make changes to the agreement. It's like the fine print and legal framework for the agreement.

  9. Schedule A - Fees and Support Levels : This section provides the specific fees for the software license, maintenance services, and support, as well as the chosen support level. It's like a detailed price list and service plan for the software.

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