1.

6: Example of a Data System Software

License Agreement

A data system software license agreement can be difficult to comprehend. This document intends to
help demystify the language. Definitions and explanations are provided throughout this sample
license agreement to help you understand how it works.

A software license agreement, or end-user license agreement (EULA), is a contract between the
owner or publisher of the software and the customer. Software agreements are typically made when
a customer is using a COTS system. Once the customer decides to buy and use the software, the
agreement (developed by the software publisher) is given to the customer to sign. The agreement
generally describes how the software can be used, the software publisher’s terms and conditions,
and the rights of both parties. Often, an agreement details the customer’s rights to modify the
software or may contain warranty information. Some software publishers will even create specialized
license agreements for large companies or government agencies.

The sample license agreement below contains many of the most common features of user
agreements. Notes have been provided throughout the document to help define the terms and
explain the different parts.

END-USER SOFTWARE LICENSE AGREEMENT

THIS AGREEMENT is made as of this [date] ("Effective Date") by and

between [Name of First Party], a [type of organization], with offices
The header section describes
at [First Party’s address] (“LICENSOR”), and [Name of Second Party], who is making the agreement.
a [type of organization], with offices at [Second Party’s address] Determine who has authority to
(“LICENSEE”) (collectively, the “PARTIES”). accept the agreement, such as
tribal leaders or administrators.

Agreements use different terms to describe the customer and software publisher. For example, in this agreement
the customer is referred to as the “licensee” and the publisher is the “licensor.” Other agreements use terms such
as “end-user” and “vendor” or “customer” and “publisher.”

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WITNESSETH

WHEREAS, LICENSOR is the owner of, or has acquired rights to,

certain Software and Documentation as defined in Exhibit A Both parties agree to abide by
attached hereto (the “Licensed Software”); the terms of this agreement. In
some agreements, this section is
WHEREAS, LICENSEE desires to use such Licensed Software; and called “Terms.”

WHEREAS, LICENSOR desires to grant to LICENSEE and LICENSEE desires to obtain from LICENSOR a
nonexclusive license to use the Software and related Documentation solely in accordance with the
terms and on the conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the promises and agreements set forth herein, the parties, each
intending to be legally bound hereby, do promise and agree as follows.

1. DEFINITIONS

Most agreements contain a “definitions” section to define any specialized words or phrases that may be used.

A. "Designated Equipment" shall mean the hardware products identified on Exhibit "A" with which the
Software is licensed for use.

B. "Documentation" shall mean all manuals, user documentation, and other related materials
pertaining to the Software which are furnished to LICENSEE by LICENSOR in connection with the
Software.

C. "License Fee" shall mean the amount of [payment].

D. "Software" shall mean the computer programs in machine readable object code form listed in
Exhibit "A" attached hereto and any subsequent error corrections or updates supplied to LICENSEE by
LICENSOR pursuant to this Agreement. Exhibit "A" may be amended from time to time by the parties
in writing.

2. LICENSE GRANT

LICENSOR hereby grants to LICENSEE a nonexclusive right and

license to use the Software on the number of primary systems of
This section sometimes is called
Designated Equipment identified on Schedule A hereto for a period of “Scope” and defines the time
[number] years from the Effective Date of this Agreement (the period for which the license is
“License Term”). The Software shall be used only on such primary valid, on which systems it can be
systems if they are operating properly. If any primary system is down, used, etc.
the Software may be used on a backup system for that primary
system.

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3. DELIVERY

A. LICENSOR shall deliver to LICENSEE a master copy of the Software

A “Delivery” or “distribution”
licensed hereunder in object code form, suitable for reproduction, in
section explain how the electronic files only.
software is delivered or given to
the customer (e.g., download, B. LICENSOR shall also deliver to LICENSEE [number] of copies of the
CD). applicable Documentation for the Software. The Documentation can,
if so desired, be delivered electronically to the LICENSEE.

4. MODIFICATIONS

Modifications or customizations may be allowed to the software to fix any glitches or improve the system to work
better for the customer. Some software vendors allow changes to their applications that range from a minor
interface change to complete redesigns of the data structures and functions.

A modifications section details if such modifications are allowed and whether they will be performed by the
publisher or the customer.

It also describes who owns or has subsequent rights to any changes or customizations to the system. For
example, the “Title to Modifications” subsection below states that the publisher (licensor) retains any
modification rights, which means he/she owns and is able to modify, reproduce, and/or sell any changes that
were made to the system.

A. Error Corrections and Updates. LICENSOR will provide LICENSEE with error corrections, bug fixes,
patches, or other updates to the Software licensed hereunder in object code form to the extent
available in accordance with LICENSOR's release schedule for a period of [number] year(s) from the
date of shipment.

B. Other Modifications. LICENSEE may, from time to time, request that LICENSOR incorporate certain
features, enhancements, or modifications into the Software. LICENSOR may, in its sole discretion,
undertake to incorporate such changes and distribute the Software so modified to all or any of
LICENSOR's licensees.

C. Title to Modifications. All such error corrections, bug fixes, patches, updates or other modifications
shall be the sole property of LICENSOR.

5. COPIES
This section states that neither
A. Printed Matter. Except as specifically set forth herein, no Soft-
printed nor electronic material
ware or Documentation which is provided by LICENSOR pursuant to can be copied (except as a
this Agreement in human readable form, such as written or printed backup) without the publisher’s
documents, shall be copied in whole or in part by LICENSEE without written permission. Most
LICENSOR's prior written agreement. Additional copies of printed software agreements have a
copyright policy.

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materials may be obtained from LICENSOR at the charges then in effect.

B. Machine Readable Matter. Except as specifically set forth herein, any Software provided in machine
readable form may not be copied by LICENSEE in whole or in part, except for LICENSEE's backup or
archive purposes. LICENSEE agrees to maintain appropriate records of the number and location of all
copies of the Software and make such records available upon LICENSOR's request. LICENSEE further
agrees to reproduce all copyright and other proprietary notices on all copies of the Software in the
same form and manner that such copyright and other proprietary notices are originally included on the
Software.

6. LICENSE FEES AND PAYMENT

A. License Fee. In consideration of the licenses granted herein,

LICENSEE shall pay the License Fee or other consideration for the This describes the customer’s
Software and Documentation as set forth herein. All amounts responsibility to pay for any
payable hereunder by LICENSEE shall be payable in United States license fees and taxes and
funds without deductions for taxes, assessments, fees, or charges specifies how they are to be
of any kind. Checks shall be made payable to LICENSOR and shall paid.
be forwarded to the LICENSOR at the above address.

B. Taxes and Other Charges. LICENSEE shall be responsible for paying all (i) sales, use, excise, value-
added, or other tax or governmental charges imposed on the licensing or use of the Software or
Documentation hereunder; (ii) freight, insurance, and installation charges; and (iii) import or export
duties or like charges.

7. PROTECTION OF SOFTWARE

A “Protection of Software” section is often seen in license agreements; sometimes it is called “Copyright” or
“Ownership.” The example below explains that the publisher (licensor) owns all copyrights/trademarks, and the
user will not do anything to remove or hide them from view.

A. Proprietary Notices. LICENSEE agrees to respect and not to remove, obliterate, or cancel from view
any copyright; trademark; confidentiality; or other proprietary notice, mark, or legend appearing on any
of the Software or output generated by the Software, and to reproduce and include same on each copy
of the Software.

B. No Reverse Engineering. LICENSEE agrees not to modify, reverse engineer, disassemble, or

decompile the Software, or any portion thereof.

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C. Ownership. LICENSEE further acknowledges that all copies of the

Software in any form provided by LICENSOR or made by LICENSEE
Publishers of data systems that
are the sole property of LICENSOR and/or its suppliers. LICENSEE
are already built typically keep
shall not have any right, title, or interest to any such Software or ownership of the software in the
copies thereof except as provided in this Agreement, and further license agreements. Tribes may
shall secure and protect all Software and Documentation consistent be able to claim ownership of
with maintenance of LICENSOR's proprietary rights therein. the data system when it is
customized for their specific
uses.

8. CONFIDENTIALITY

Confidentiality sections have language to prevent disclosure of information for both the customer (licensee)
and/or the publisher (licensor). It is important to make sure there is language in the agreement that describes
how the publisher (licensor) ensures any data stored in the system is kept secure and confidential. This language
is in the “Confidentiality” section or in a separate “Privacy” section.

If the data being housed are medical or educational records, agreements have separate sections to cover
specialized privacy areas such as HIPAA or FERPA regulations.

A. Acknowledgement. LICENSEE hereby acknowledges and agrees the Software and Documentation
constitute and contain valuable proprietary products and trade secrets of LICENSOR and/or its
suppliers, embodying substantial creative efforts and confidential information, ideas, and expressions.
Accordingly, LICENSEE agrees to treat (and take precautions to ensure that its employees treat) the
Software and Documentation as confidential in accordance with the confidentiality requirements and
conditions set forth below.

B. Maintenance of Confidential Information. Each party agrees to

keep confidential all confidential information disclosed by the other
The confidentiality language of
party in accordance herewith, and to protect the confidentiality this sample agreement is
thereof in the same manner it protects the confidentiality of similar intended to prevent the
information and data of its own (at all times exercising at least a disclosure of private information
reasonable degree of care in the protection of confidential about the software. It states
information); provided, however, that neither party shall have any both parties agree not to share
such obligation with respect to use of disclosure to others not this information and to be held
parties to this Agreement of such confidential information as can be liable for any damages caused
by doing so.
established to (1) have been known publicly; (2) have been known
generally in the industry before communication by the disclosing
party to the recipient; (3) have become known publicly, without fault on the part of the recipient,
subsequent to disclosure by the disclosing party; (4) have been known otherwise by the recipient
before communication by the disclosing party; or (5) have been received by the recipient without any
obligation of confidentiality from a source (other than the disclosing party) lawfully having possession
of such information.

C. Injunctive Relief. LICENSEE acknowledges that the unauthorized use, transfer, or disclosure of the
Software and Documentation or copies thereof will (1) substantially diminish the value to LICENSOR

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of the trade secrets and other proprietary interests that are the subject of this Agreement; (2) render
LICENSOR's remedy at law for such unauthorized use, disclosure, or transfer inadequate; and (3)
cause irreparable injury in a short period of time. If LICENSEE breaches any of its obligations with
respect to the use or confidentiality of the Software or Documentation, LICENSOR shall be entitled to
equitable relief to protect its interests therein, including, but not limited to, preliminary and permanent
injunctive relief.

D. Survival. LICENSEE's obligations under this Section will survive the termination of this Agreement
or of any license granted under this Agreement for whatever reason.

Survival clauses appear in many software license agreements. A survival clause states the customer (or licensee)
agrees to abide by a specific portion of the agreement even if the remainder of the agreement is no longer active.
For example, a customer agrees to maintain confidentiality even if he/she is no longer using the software.

9. WARRANTIES, SUPERIOR RIGHTS

Warranty statements are very common in software license agreements, but they can vary widely in their specific
terms. Some common items listed in a warranty statement include—

• General terms, such as the length of time for which the software warranty is in place
• Exclusions from warranty – listing issues or items that may not be covered
• Warranty procedures – steps to follow to receive support assistance

A. Ownership. Except for any rights as set forth herein, LICENSOR represents its belief that it is the
owner of the entire right, title, and interest in and to Software, and that it has the sole right to grant
licenses there under, and that it has not knowingly granted licenses there under to any other entity
that would restrict rights granted hereunder except as stated herein.

B. Government Rights. LICENSEE understands that the Software may have been developed under a
funding agreement with the Government of the United States of America and, if so, that the
Government may have certain rights relative thereto. This Agreement is explicitly made subject to the
Government rights under any such agreement and any applicable law or regulation, if any. To the
extent that there is a conflict between any such agreement, applicable law or regulation and this
Agreement, the terms of such Government agreement, applicable law or regulation shall prevail.
Distribution of the Software to any government agency by LICENSEE shall not be subject to the
payments set forth above.

C. Limited Warranty. LICENSOR represents and warrants to LICENSEE that the Software, when
properly installed by LICENSEE and used with the Designated Equipment, will perform substantially as
described in LICENSOR's then current Documentation for such Software for a period of ninety (90)
days from the date of shipment.

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D. Limitations. Notwithstanding warranty provisions set forth herein, all of LICENSOR's obligations with
respect to such warranties shall be contingent on LICENSEE's use of the Software in accordance with
this Agreement and in accordance with LICENSOR's instructions as provided by LICENSOR in the
Documentation, as such instructions may be amended, supplemented, or modified by LICENSOR from
time to time. LICENSOR shall have no warranty obligations with respect to any failures of the Software
which are the result of accident, abuse, misapplication, extreme power surge, or extreme
electromagnetic field.

E. LICENSEE's Sole Remedy. LICENSOR's entire liability and LICENSEE's exclusive remedy shall be, at
LICENSOR's option, either (1) return of the price paid; or (2) repair or replacement of the Software
upon its return to LICENSOR; provided LICENSOR receives written notice from LICENSEE during the
warranty period of a breach of warranty. Any replacement Software will be warranted for the remainder
of the original warranty period or thirty (30) days, whichever is longer.

F. Disclaimer of Warranties. LICENSOR DOES NOT REPRESENT OR WARRANT THAT ALL ERRORS IN
THE SOFTWARE AND DOCUMENTATION WILL BE CORRECTED. THE WARRANTIES STATED IN THIS
SECTION ARE THE SOLE AND THE EXCLUSIVE WARRANTIES OFFERED BY LICENSOR. THERE ARE NO
OTHER WARRANTIES RESPECTING THE SOFTWARE AND DOCUMENTATION OR SERVICES PROVIDED
HEREUNDER, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF
DESIGN, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, EVEN IF LICENSOR HAS BEEN
INFORMED OF SUCH PURPOSE. NO AGENT OF LICENSOR IS AUTHORIZED TO ALTER OR EXCEED THE
WARRANTY OBLIGATIONS OF LICENSOR AS SET FORTH HEREIN.

G. Limitation of Liability. LICENSEE ACKNOWLEDGES AND AGREES THAT THE CONSIDERATION WHICH
LICENSOR IS CHARGING HEREUNDER DOES NOT INCLUDE ANY CONSIDERATION FOR ASSUMPTION
BY LICENSOR OF THE RISK OF LICENSEE'S CONSEQUENTIAL OR INCIDENTAL DAMAGES WHICH MAY
ARISE IN CONNECTION WITH LICENSEE'S USE OF THE SOFTWARE AND DOCUMENTATION.
ACCORDINGLY, LICENSEE AGREES THAT LICENSOR SHALL NOT BE RESPONSIBLE TO LICENSEE FOR
ANY LOSS-OF-PROFIT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT
OF THE LICENSING OR USE OF THE SOFTWARE OR DOCUMENTATION. Any provision herein to the
contrary notwithstanding, the maximum liability of LICENSOR to any person, firm, or corporation
whatsoever arising out of or in the connection with any license, use or other employment of any
Software delivered to LICENSEE hereunder, whether such liability arises from any claim based on
breach or repudiation of contract, warranty, tort or otherwise, shall in no case exceed the actual price
paid to LICENSOR by LICENSEE for the Software whose license, use, or other employment gives rise to
the liability. The essential purpose of this provision is to limit the potential liability of LICENSOR arising
out of this Agreement. The parties acknowledge that the limitations set forth in this Section are integral
to the amount of consideration levied in connection with the license of the Software and
Documentation and any services rendered hereunder and that, were LICENSOR to assume any further
liability other than as set forth herein, such consideration would of necessity be set substantially
higher.

10. INDEMNIFICATION

A. LICENSOR shall indemnify, hold harmless and defend LICENSEE against any action brought against
LICENSEE to the extent that such action is based on a claim that the unmodified Software, when used

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in accordance with this Agreement, infringes a United States

copyright and LICENSOR shall pay all costs, settlements and
Indemnification sections
damages finally awarded; provided, that LICENSEE promptly notifies describe the legal responsibility
institution in writing of any claim, gives LICENSOR sole control of the of the publisher and customer
defense and settlement thereof and provides all reasonable once the agreement is signed by
assistance in connection therewith. If any Software is finally both parties. In this example, it
adjudged to so infringe, or in LICENSOR's opinion is likely to become states that as long as the
the subject of such a claim, LICENSOR shall, at its option, either (1) software was used in
procure for LICENSEE the right to continue using the Software; (2) accordance with this agreement,
the publisher (licensor) will
modify or replace the Software to make it noninfringing; or (3) refund
assist the customer (licensee) in
the fee paid, less reasonable depreciation, upon return of the any copyright claims brought
Software. LICENSOR shall have no liability regarding any claim against him/her because of the
arising out of (a) use of other than a current, unaltered release of software and pay all costs,
the Software unless the infringing portion is also in the then current, settlements, and damages.
unaltered release; (b) use of the Software in combination with non-
LICENSOR software, data or equipment if the infringement was caused by such use or combination;
(c) any modification or derivation of the Software not specifically authorized in writing by LICENSOR; or
(d) use of third party software. THE FOREGOING STATES THE ENTIRE LIABILITY OF LICENSOR AND THE
EXCLUSIVE REMEDY FOR LICENSEE RELATING TO INFRINGEMENT OR CLAIMS OF INFRINGEMENT OF
ANY COPYRIGHT OR OTHER PROPRIETARY RIGHT BY THE SOFTWARE.

B. Except for the foregoing infringement claims, LICENSEE shall

indemnify and hold harmless LICENSOR, its officers, agents, and
This subsection states the
employees from and against any claims, demands, or causes of publisher isn’t legally
action whatsoever, including without limitation those arising on responsible for any changes
account of LICENSEE's modification or enhancement of the made to the software by the
Software or otherwise caused by, or arising out of, or resulting from, customer.
the exercise or practice of the license granted hereunder by
LICENSEE, its sub-licensees, if any, its subsidiaries or their officers, employees, agents or
representatives.

11. GOVERNMENT CONTRACTS

If the Software or Documentation to be furnished hereunder are to

be used in the performance of a government contract or
Government contract
subcontract, the software shall be provided on a "restricted rights" statements are often separate
basis only; and LICENSEE shall place a legend, in addition to agreements specific to the
applicable copyright notices, in the form provided under the contract being created. This
governmental regulations. LICENSOR shall not be subject to any varies widely between
flow down provisions required by the governmental customer unless publishers. Tribal governments
agreed to by LICENSOR in writing. may want to enquire as to any
additional restrictions or clauses
that would apply to them.

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12. TERMINATION

Either party may terminate this Agreement on thirty (30) days written
notice to the other party in the event of a breach of any provision of This states the agreement can
this Agreement by the other party, provided that, during the thirty be stopped with 30 days written
(30) days period, the breaching party fails to cure such breach. notice.

13. POST TERMINATION RIGHTS

A. Not less than thirty (30) days prior to the expiration of this Agreement or immediately upon
termination thereof, LICENSEE shall provide LICENSOR with a complete schedule of all inventory of
Licensed Product then on-hand (the "Inventory").

B. Upon expiration or termination of this Agreement, except for

reason of a breach of LICENSEE's duty to comply with the quality
Some software agreements
control or legal notice marking requirements, LICENSEE shall be contain additional clauses
entitled, for three (3) months (the "Sell-Off Period") and on a allowing for a period of
nonexclusive basis, to continue to sell such Inventory. Such sales continued use or resale of the
shall be made subject to all the provisions of this Agreement software following the
including the payment of a Royalty which shall be due within thirty termination of the agreement
(30) days after the close of the Sell-Off period. At the conclusion of (such as the 3-month allowance
here). These clauses vary widely,
the Sell-Off Period, LICENSOR may require that the LICENSEE either
so read closely to determine
destroy any product still on hand or, alternatively, purchase it from what will happen when the
LICENSEE at a price equal to 50% of LICENSEE's Net Selling Price. agreement ends.

C. Upon the expiration or termination of this Agreement, all rights granted to LICENSEE under this
Agreement shall forthwith terminate and immediately revert to LICENSOR, and LICENSEE shall
discontinue all use of the Property and the like.

D. Upon expiration or termination of this Agreement, LICENSOR may require that the LICENSEE
transmit to LICENSOR, at no cost, all material relating to the Property including all artwork, color
separations, prototypes, molds, tooling and the like, and any market studies or other tests conducted
by LICENSEE with respect to the Property.

13. INFRINGEMENTS

A. LICENSOR shall have the right, in its sole discretion, to prosecute

lawsuits against third persons for infringement of LICENSOR's rights
This states that the software
in the property. If LICENSOR does not institute an infringement suit publisher retains the right to file
within ninety (90) days after LICENSEE's written request that it do lawsuits for infringements of its
so, LICENSEE may institute and prosecute such lawsuit. copyrights or intellectual
property. Customers may also
B. Any lawsuit shall be prosecuted solely at the expense of the party do so if the publisher chooses
bringing suit and all sums recovered shall be retained by the party not to.
commencing such action.

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C. The parties agree to fully cooperate with the other party in the prosecution of any such suit. The
party bringing suit shall reimburse the other party for the expenses incurred as a result of such
cooperation.

14. INDEMNITY

A. LICENSEE agrees to defend, indemnify, and hold LICENSOR, its

This section establishes what the officers, directors, agents and employees, harmless against all costs,
legal rights the publisher and expenses and losses (including reasonable attorneys' fees and costs)
customer have to each other if incurred through claims of third parties against LICENSOR based on
claims are brought against either the manufacture or sale of the Licensed Product including, but not
one by a third party. If either the limited to, actions founded on product liability.
publisher or customer is sued
because of the software, each B. LICENSOR agrees to defend, indemnify and hold LICENSEE, its
agrees to provide assistance to
officers, directors, agents and employees, harmless against all costs,
defend the other.
expenses and losses (including reasonable attorneys' fees and costs)
incurred through claims of third parties against LICENSEE based on a breach by LICENSOR of any
representation and warranty made in this Agreement.

15. INSURANCE

LICENSEE shall, throughout the Term of the Agreement, obtain and

maintain at its own cost and expense from a qualified insurance This explains customers must
company licensed to do business in New York with a Best Rating of have liability insurance to cover
B+ or better, standard Product Liability Insurance naming any potential issue that could
LICENSOR, its officers, directors, employees, agents, and cause harm to the software
shareholders as an additional insured. Such policy shall provide publisher.
protection against all claims, demands and causes of action arising
out of any defects or failure to perform, alleged or otherwise, of the Licensed Product or any material
used in connection therewith or any use thereof. The amount of coverage shall be as reasonably
required by LICENSOR. The policy shall provide for ten (10) day notice to LICENSOR from the insurer
by Registered or Certified Mail, return receipt requested, in the event of any modification, cancellation
or termination thereof. LICENSEE agrees to furnish LICENSOR a certificate of insurance evidencing
same within thirty (30) days after execution of this Agreement and, in no event, shall LICENSEE
manufacture, distribute or sell the Licensed Product prior to receipt by LICENSOR of such evidence of
insurance.

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16. FORCE MAJEURE

Neither party shall be liable for any loss or delay resulting from any
force majeure event, including acts of God, fire, natural disaster,
Force majeure refers to
terrorism, labor stoppage, war or military hostilities, nor inability of unforeseen and unpreventable
carriers to make scheduled deliveries, and any payment or delivery events. Neither the customer
date shall be extended to the extent of any delay resulting from any nor publisher can be held
force majeure event. responsible for these.

17. NOTICES

A. Any notice required to be given pursuant to this Agreement shall

be in writing and mailed by certified or registered mail with return Most license agreements
receipt requested or delivered by a national overnight express provide a method for contacting
service. the publisher to request changes
or cancel agreements.
B. Either party may change the address to which notice or payment
is to be sent by written notice to the other party pursuant to the provisions of this paragraph.

18. JURISDICTION AND DISPUTES

A. This Agreement shall be governed by the laws of [State].

This clause defines the
B. All disputes hereunder shall be resolved in the applicable state or
jurisdiction governing the
agreement. Any applicable federal courts of [State]. The parties consent to the jurisdiction of
federal, state, or tribal such courts, agree to accept service of process by mail, and waive
government is specified here. any jurisdictional or venue defenses otherwise available.

19. AGREEMENT BINDING ON SUCCESSORS

This Agreement shall be binding upon and shall inure to the benefit
of the parties hereto, their heirs, administrators, successors, and This states the agreement
assigns. remains in effect even in the
event of changes in ownership,
death, etc.

20. WAIVER

No waiver by either party of any default shall be deemed as a waiver of any prior or subsequent default
of the same or other provisions of this Agreement.

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21. SEVERABILITY

If any provision hereof is held invalid or unenforceable by a court of

competent jurisdiction, such invalidity shall not affect the validity or This example explains if a
operation of any other provision and such invalid provision shall be section of the agreement
deemed to be severed from the Agreement. becomes invalid or irrelevant, it
is taken out of the agreement
and the remaining sections are
still in effect.
22. ASSIGNABILITY

The license granted hereunder is personal to LICENSEE and may not

be assigned by any act of LICENSEE or by operation of law unless in Assignability is also called “third-
connection with a transfer of substantially all the assets of party transfer” in some
LICENSEE or with the consent of LICENSOR. agreements. This section details
when/if the customer can
transfer the software to another
user.
23. INTEGRATION

This Agreement constitutes the entire understanding of the parties,

and revokes and supersedes all prior agreements between the
This last section states changes
to the agreement are done in parties and is intended as a final expression of their Agreement. It
writing and signed by both shall not be modified or amended except in writing signed by the
parties. parties hereto and specifically referring to this Agreement. This
Agreement shall take precedence over any other documents that
may be in conflict therewith.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written
above.

LICENSOR LICENSEE

Other Common Software License Agreement Items

Privacy. Most current software agreements, particularly when involving cloud storage, will have a privacy
statement to explain how customer data will be secured and kept confidential. Systems handling data for
records such as medical or educational typically have an additional statement covering regulations such as
HIPAA and FERPA.

Geographic Restrictions. Some software may only be licensed for use in specific regions.

Export Restrictions. Some technologies such as high-level encryption may not be exported, and license
agreements may reflect the limitation.

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