Distributor License - Software Author to Publisher

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Distributor License which is granted by a software author to a publisher who will distribute the software. It spells out specific terms including sublicensing and royalties.

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This agreement between a computer software author to a publisher sets forth the arrangement between a software author and a publisher who will distribute the software. This agreement sets out whether the license is exclusive or non-exclusive, type of computer hardware on which the software can be used and if the license is for worldwide use, or only in certain geographical regions. It also sets forth the term of the agreement, terms of sublicensing and payment of royalties based on any sublicense fees.

This license agreement also contains provisions regarding promotion and reproduction of the software, publisher's registration of trade names or trademarks for the software and that publisher may market its own software or obtain marketing licenses for other software authored by other parties.

This Distributor License Granted by Computer Software Author to Publisher contains the following:
  • Parties: Sets out the name of the software author (known here as "licensor") and publisher;
  • Recitals/Services: Sets out the software which is owned by author/licensor and that publisher desires to acquire an exclusive right and license in the software;
  • License Grant/Limitations: Licensor grants the publisher a exclusive/nonexclusive license to publish, manufacture or duplicate the software, when the license takes effect and expires, publisher will promote the software and although publisher shall trade name and/or trademark the software, all rights shall remain with the licensor;
  • Price and Payment: Sets forth that publisher shall pay licensor an initial license fee, royalties based on sublicense fees and that accounting procedures will be established and audits will be performed;
  • Warranties: Licensor warrants that it has good title in the software and the right to license its use;
  • Termination: Sets out specific reasons why the agreement can be terminated including disclosure of trade secrets, failure to pay royalties or filing of bankruptcy;
  • Signatures: This agreement must be signed by both parties.

Protect yourself and your rights by using our attorney-prepared forms.

This attorney-prepared packet contains:
  1. General Information
  2. Instructions and Checklist
  3. Distributor License Granted by Computer Software Author to Publisher
State Law Compliance: This form complies with the laws of all states
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.











Distributor License Granted by
Computer Software Author
to Publisher







This Packet Includes:
1.  General Information
2.  Instructions and Checklist
3.  Distributor License Granted by Computer
     Software Author to Publisher











General Information
Distributor License Granted by Computer
Software Author to Publisher

This agreement between a computer software author to a publisher sets forth the arrangement between a software author and a publisher who will distribute the software.  This agreement sets out whether the license is exclusive or non-exclusive, type of computer hardware on which the software can be used and if the license is for worldwide use, or only in certain geographical regions.  It also sets forth the term of the agreement, terms of sublicensing and payment of royalties based on any sublicense fees.

This license agreement also contains provisions regarding promotion and reproduction of the software, publisher's registration of trade names or trademarks for the software and that publisher may market its own software or obtain marketing licenses for other software authored by other parties.  

It is imperative that this type of arrangement be succinctly set forth in writing.  A written Distributor License Granted by Computer Software Author to Publisher will prove invaluable in the event of disagreements, miscommunication or litigation between the software author and publisher.  

  



Instructions and Checklist


Distributor License Granted by Computer
Software Author to Publisher

   Both parties should read the agreement carefully.

   Insert all requested information in the spaces provided on the form.

     This form contains the basic terms and language that should be included in similar agreements.  

     The parties should read the "License " provisions carefully.  If there are disagreements, they will likely focus on these provisions.

   Both parties must understand all provisions of this license agreement.  If any of the provisions are complicated, describe the provision in detail and include examples to remove as much ambiguity as possible.

     The software author (licensor) and the distributor must sign the license agreement.

   The parties should retain either an original or copy of the signed license agreement.

   All legal documents should be kept in a safe location such as a fireproof safe or safe deposit box.  



   




DISCLAIMER:

FindLegalForms, Inc. (“FLF”) is not a law firm and does not provide legal advice. The use of these materials is not a substitute for legal advice. Only an attorney can provide legal advice.  An attorney should be consulted for all serious legal matters.  No Attorney-Client relationship is created by use of these materials.  
THESE MATERIALS ARE PROVIDED “AS-IS.  FLF DOES NOT GIVE ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, SUITABILITY OR COMPLETENESS FOR ANY OF THE MATERIALS FOR YOUR PARTICULAR NEEDS.  THE MATERIALS ARE USED AT YOUR OWN RISK.  IN NO EVENT WILL:  I) FLF, ITS AGENTS, PARTNERS, OR AFFILIATES; OR II) THE PROVIDERS, AUTHORS OR PUBLISHERS OF ITS MATERIALS, BE RESPONSIBLE OR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATE OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER USED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THESE MATERIALS. 








DISTRIBUTOR LICENSE AGREEMENT

This is an Agreement for the distribution of computer software between _________________ [name of software author], of _________________ [address], referred to in this Agreement as “Licensor,” and _________________ [name of publisher], of _________________ [address], referred to in this Agreement as Publisher.” In consideration of the mutual promises contained in this Agreement, Licensor and Publisher agree as follows:

RECITALS
Licensor is the author of and owner of all rights to _________________ [describe software, e.g., a computer program designed to _________________(describe projected features and function) and all related documentation, including specifications for the program and user manuals], designated as _________________ [name or title or trademarked name] and referred to in this Agreement as the Software.” Publisher desires to acquire from Licensor the exclusive right and license to _________________ [e.g., publish, distribute, and sell] the Software on the terms and conditions set forth in this Agreement.

ARTICLE 1
LICENSE GRANT AND LIMITATIONS
Grant of License
1.01. (a) Licensor grants and Publisher accepts a nontransferable and _________________ [exclusive or nonexclusive] license to _________________ [publish or manufacture or duplicate or market and sublicense the use of] the Software and to distribute the Software for use on _________________ [specify computer hardware by brand name only or all computers now in use or to be used in the future] everywhere in _________________ [specify geographical limitation, e.g., the world or the United States or the State of ____________].
(b) As used in this Agreement the term sublicense” means any license granted by Publisher to a person who will ultimately use the Software, and the term sublicensee means any person to whom Publisher grants a sublicense.
Term of Agreement
1.02. This Agreement shall take effect when executed by Licensor and Publisher and shall continue in force for _________________ [specify period] years after execution unless terminated earlier as provided in this agreement. _________________ [Add if renewal is desired: As long as the provisions of this Agreement are complied with, and unless either party gives written notice of its election to terminate this Agreement at least _________________(specify period) days prior to the end of any _________________-year period, it shall automatically be renewed for an additional _________________-year period at the expiration of each period].
Promotion by Publisher
1.03. Publisher shall use its best efforts to promote and market the Software and to maximize the royalty payments to Licensor pursuant to Paragraph 3.02(a). Best efforts” means efforts at least equivalent to those expended by Publisher in the marketing of its own products or software products authored by other parties.
Determination of Sublicense Fees
1.04. Publisher shall have the right to determine sublicense fees to be charged by Publisher to ultimate users of the Software, subject to its obligation to maximize royalty payments to Licensor.
Terms of Sublicenses
1.05. Publisher may exercise its discretion with respect to the terms of all sublicenses for the use of the Software. However, all sublicense agreements shall include restrictions designed to protect the trade secret and other proprietary rights of the parties in the Software and shall con - form in all other respects to the terms and conditions of this Agreement.
Reproduction of Software
1.06. Publisher shall have the right to reproduce the Software in sufficient quantities to fulfill its obligations under this Agreement. Publisher shall reproduce and include Licensors copyright notice, patent notice, trademark, service mark, and any other proprietary markings on any copies of the Software.
Trade Name and Trademark
1.07. Subject to approval of Licensor, Publisher shall devise and register a trade name and/or trademark for use with respect to the Software. Publisher agrees that any such trade name and/or trademark shall be Licensors property.
Other Products
1.08. Nothing in this Agreement shall prevent Publisher from developing and marketing its own software or obtaining licenses for and marketing software authored by other parties.

ARTICLE 2
LICENSORS RIGHTS AND OBLIGATIONS
Title
2.01. Publisher agrees that Licensor shall retain title to the Software, including the computer program (whether in source or object code or both), all written documentation, and any ancillary data or information concerning the Software. Licensor also retains all rights in copyrights or patents applicable to the Software, including the computer program and all ancillary written documentation and materials.
Trade Secrets
2.02. Publisher acknowledges and agrees that the programming of the Software computer program and all improvements or modifications made to the Software by Licensor are trade secrets that are the property of Licensor. Publisher shall use its best efforts to prevent inadvertent disclosure of any trade secret information to any third party. Publisher shall instruct its personnel to keep that information confidential by using the same care that they use with similar data designated by Publisher as confidential, and shall require its sublicensees to exercise the same standard of care.
 Disclosure Constitutes Breach
2.03. (a) Publisher agrees that the Software contains valuable confidential information of Licensor. Publisher shall not disclose, or sell, lease, assign, give, or otherwise transfer Software except in accordance with this Agreement. Any disclosure or transfer of the Software to a third party constitutes a material breach of this Agreement and shall terminate the license granted by this Agreement.
(b) Publisher agrees that it shall be liable for all damages to Licensor that result from any disclosure of the programming of the computer program portion of the Software to any third party.
Improvements or Modifications
2.02. (a) Licensor agrees to provide consultation services with respect to the Software and to attempt to make improvements or modifications at the request of Publisher. Licensor agrees that any improvements or modifications made by Licensor shall be included in subsequent versions of the Software, and Publisher agrees that those improvements or modifications and the Software as modified remain the property of Licensor.
(b) Licensor agrees that Publisher may make improvements or modifications to the Software and that any such improvements or modifications shall be the property of Publisher.

ARTICLE 3
PRICE AND PAYMENT
Basic License Fee
3.01. Publisher shall pay Licensor an initial license fee of $ _________________. [Add if parties have provided for renewal: On renewal of this Agreement, Publisher shall pay Licensor a renewal license fee _________________(specify amount or state formula for computation).]
Royalties Based on Sublicense Fees
3.02. (a) In addition to the basic license fee specified in Paragraph 3.01, Publisher shall pay Licensor a royalty of _________________ [specify percentage, e.g., nine (9)] percent of each sublicense fee Publisher collects from sublicensees. All royalties shall be payable _________________ [specify period, e.g., monthly].
(b) Royalties shall not be due or payable for services performed by Publisher for sublicensees with respect to the Software, such as consultation, modification, training, installation, or maintenance. [Optional when negotiated by Publisher: Publishers obligation to pay royalties to Licensor shall cease _________________(specify, e.g., when Licensor has received total royalties in the amount of $ _________________or at the end of _________________calendar years following the year in which this Agreement is executed by Licensor and Publisher).]
Audit Rights
3.03. Publisher agrees to establish accounting procedures designed to show all fees received from the sublicensing of the Software. Publisher grants Licensor the right to audit Publishers records of those fees. Audits shall be performed on reasonable notice by an independent auditor and shall be paid for by Licensor.
Payment of Taxes
3.04. Publisher shall pay all sales, use, excise, or other taxes that may be imposed on the use or sublicensing of the Software except for those taxes based on income earned by Licensor under this Agreement.

ARTICLE 4
WARRANTIES
Warranty of Title
4.01. (a) Licensor warrants that it has good title to the Software and the right to license its use to Publisher free of any proprietary rights or encumbrances of any other party.
(a) Publisher shall promptly notify Licensor in writing of the assertion of any claim that the Software violates the trade secret, trademark, copyright, patent, or other proprietary right of any other party. Publisher shall cooperate with Licensor in investigating and resolving any such claim. On proper notification, Licensor shall defend Publisher against any such claims, and shall indemnify and hold Publisher and its sublicensees harmless from any liability for damage, costs, or other loss, _________________ [including or not including] consequential damages arising out of the subject matter of this Paragraph incurred by Publisher in connection with any such claim. Publisher shall have the right to participate in the defense of any action arising out of any such claim.
(c) Licensor shall not indemnify Publisher against any claim or liability based on Publishers _________________ [modification or conversion of the Software or the subsequent use of such a modification or conversion or use or combination of the Software with programs or data not supplied by Licensor if infringement would have been avoided by the use or combination of the Software with other programs or data].
Disclaimer of Warranty
4.02. _________________ [THE WARRANTIES SPECIFIED IN THIS ARTICLE 4 ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE or THE SOFTWARE IS LICENSED ON AN “AS IS” BASIS WITHOUT ANY WARRANTY OTHER THAN THE WARRANTY OF TITLE SPECIFIED IN PARAGRAPH 4.01].
Limitation of Liability
4.03. Licensor shall not be liable for any claim or demand arising out of the subject matter of this Agreement against Publisher by any other party for damages of any kind, including but not limited to consequential damages.



ARTICLE 5
TERMINATION
Cause for Termination
5.01. The license granted by this Agreement shall be terminated automatically and without further notice on the occurrence of any of the following:
(a) Expiration of the term specified in this Agreement of the initial or any optional renewal term in the absence of a subsequent renewal in accordance with the terms of this Agreement.
(b) Disclosure of any trade secret of Licensor in the Software to a third party, whether directly by Publisher or indirectly, and whether purposefully or inadvertently.
(c) Publishers failure to pay any royalty due under this Agreement.
(d) Cessation of business by Publisher.
(e) Publishers commission of an event of default as defined in this Article 5.
Events of Default
5.02. Publisher commits an event of default, and this Agreement and the license granted under this Agreement shall terminate, if any of the following occur:
(a) Publisher attempts to use, copy, license, or convey the Software in any manner contrary to the terms of this Agreement or in violation of Licensors proprietary rights in the Software.
(b) Publisher fails or neglects to perform or observe any of its existing or future obligations under this Agreement, including the timely payment of any sums due Licensor within _________________days after notice that the payment is delinquent.
(c) A petition in bankruptcy is filed by or against Publisher.
(d) A receiver, trustee in bankruptcy, or similar bankruptcy officer is appointed to take charge of all or part of Publishers property.
(e) Publisher is adjudicated a bankrupt.
Effect of Termination
5.03. (a) Publisher agrees that immediately on termination provided for in Paragraph 5.01 it shall _________________ [return all copies of the Software to Licensor or destroy all copies of the Software and certify that fact to Licensor]. Publisher further agrees that in the event of termination through its default, all fees or charges due for the remaining term of this Agreement shall immediately become due and payable. Licensors obligations under this Agreement shall cease.
(b) Notwithstanding the provisions of Paragraph 5.03(a), the termination of this Agreement shall not affect Publishers ability to fulfill any obligations made in good faith relating to the Software that arose prior to the date of termination, including any obligation to provide maintenance for Software licensed by it prior to termination.
(c) All obligations of Publisher relating to Licensors trade secrets and other proprietary interests in the Software shall survive the termination of this Agreement.

ARTICLE 6
GENERAL TERMS AND CONDITIONS
Assignment
6.01. Publisher shall not assign this Agreement or its rights under this Agreement without the prior written consent of Licensor. Any attempt to make such an assignment without Licensors consent shall be void.
Governing Law
6.02. This Agreement shall be deemed to have been made in and shall be construed pursuant to the laws of the State of ______________.
Entire Agreement
6.03. Licensor and Publisher acknowledge that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and that it supersedes and cancels all previous written and oral agreements and communications relating to the Software that is the subject matter of this Agreement.
Severability
6.04. If a court of competent jurisdiction finds any part of this Agreement invalid or unenforceable, that part shall be severable from the remainder of this Agreement and shall not cause the invalidity or unenforceability of the remaining parts of this Agreement.
Notices
6.05. Unless otherwise provided in this Agreement, any notice required or permitted by this Agreement to either party shall be deemed to have been given if in writing and delivered personally or mailed by first-class, registered, or certified mail, postage prepaid and addressed, when intended for Publisher, to _________________ [specify address, including appropriate department] or, when intended for Licensor, to _________________ [specify address, including appropriate department].
Amendments
6.06. Licensor and Publisher agree that this Agreement shall be modified only by a written agreement duly executed by persons authorized to execute agreements on their behalf.
Attorneys Fees
6.07. If any legal proceedings are brought to enforce the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys fees in addition to any other relief to which that party may be entitled.

Nonwaiver
6.08. Licensor and Publisher agree that a failure or delay in exercising any right, power, or privilege under this Agreement on the part of either party shall not operate as a waiver of any other right, power, or privilege under the Agreement. Licensor and Publisher also agree that no single or partial exercise of any right under this Agreement shall preclude further exercise of that right.

Executed at _________________ [city], _____________ [state] on _________________, _________________.


LICENSOR
_________________[name of author]
By [signature]
_________________[typed name and
title]
PUBLISHER
_________________[name of
publisher]
By [signature]
Authorized Signature
_________________[typed name and title]


Number of Pages11
DimensionsDesigned for Letter Size (8.5" x 11")
EditableYes (.doc, .wpd and .rtf)
UsageUnlimited number of prints
Product number#43652
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.











Distributor License Granted by
Computer Software Author
to Publisher







This Packet Includes:
1.  General Information
2.  Instructions and Checklist
3.  Distributor License Granted by Computer
     Software Author to Publisher











General Information
Distributor License Granted by Computer
Software Author to Publisher

This agreement between a computer software author to a publisher sets forth the arrangement between a software author and a publisher who will distribute the software.  This agreement sets out whether the license is exclusive or non-exclusive, type of computer hardware on which the software can be used and if the license is for worldwide use, or only in certain geographical regions.  It also sets forth the term of the agreement, terms of sublicensing and payment of royalties based on any sublicense fees.

This license agreement also contains provisions regarding promotion and reproduction of the software, publisher's registration of trade names or trademarks for the software and that publisher may market its own software or obtain marketing licenses for other software authored by other parties.  

It is imperative that this type of arrangement be succinctly set forth in writing.  A written Distributor License Granted by Computer Software Author to Publisher will prove invaluable in the event of disagreements, miscommunication or litigation between the software author and publisher.  

  



Instructions and Checklist


Distributor License Granted by Computer
Software Author to Publisher

   Both parties should read the agreement carefully.

   Insert all requested information in the spaces provided on the form.

     This form contains the basic terms and language that should be included in similar agreements.  

     The parties should read the "License " provisions carefully.  If there are disagreements, they will likely focus on these provisions.

   Both parties must understand all provisions of this license agreement.  If any of the provisions are complicated, describe the provision in detail and include examples to remove as much ambiguity as possible.

     The software author (licensor) and the distributor must sign the license agreement.

   The parties should retain either an original or copy of the signed license agreement.

   All legal documents should be kept in a safe location such as a fireproof safe or safe deposit box.  



   




DISCLAIMER:

FindLegalForms, Inc. (“FLF”) is not a law firm and does not provide legal advice. The use of these materials is not a substitute for legal advice. Only an attorney can provide legal advice.  An attorney should be consulted for all serious legal matters.  No Attorney-Client relationship is created by use of these materials.  
THESE MATERIALS ARE PROVIDED “AS-IS.  FLF DOES NOT GIVE ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, SUITABILITY OR COMPLETENESS FOR ANY OF THE MATERIALS FOR YOUR PARTICULAR NEEDS.  THE MATERIALS ARE USED AT YOUR OWN RISK.  IN NO EVENT WILL:  I) FLF, ITS AGENTS, PARTNERS, OR AFFILIATES; OR II) THE PROVIDERS, AUTHORS OR PUBLISHERS OF ITS MATERIALS, BE RESPONSIBLE OR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATE OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER USED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THESE MATERIALS. 








DISTRIBUTOR LICENSE AGREEMENT

This is an Agreement for the distribution of computer software between _________________ [name of software author], of _________________ [address], referred to in this Agreement as “Licensor,” and _________________ [name of publisher], of _________________ [address], referred to in this Agreement as Publisher.” In consideration of the mutual promises contained in this Agreement, Licensor and Publisher agree as follows:

RECITALS
Licensor is the author of and owner of all rights to _________________ [describe software, e.g., a computer program designed to _________________(describe projected features and function) and all related documentation, including specifications for the program and user manuals], designated as _________________ [name or title or trademarked name] and referred to in this Agreement as the Software.” Publisher desires to acquire from Licensor the exclusive right and license to _________________ [e.g., publish, distribute, and sell] the Software on the terms and conditions set forth in this Agreement.

ARTICLE 1
LICENSE GRANT AND LIMITATIONS
Grant of License
1.01. (a) Licensor grants and Publisher accepts a nontransferable and _________________ [exclusive or nonexclusive] license to _________________ [publish or manufacture or duplicate or market and sublicense the use of] the Software and to distribute the Software for use on _________________ [specify computer hardware by brand name only or all computers now in use or to be used in the future] everywhere in _________________ [specify geographical limitation, e.g., the world or the United States or the State of ____________].
(b) As used in this Agreement the term sublicense” means any license granted by Publisher to a person who will ultimately use the Software, and the term sublicensee means any person to whom Publisher grants a sublicense.
Term of Agreement
1.02. This Agreement shall take effect when executed by Licensor and Publisher and shall continue in force for _________________ [specify period] years after execution unless terminated earlier as provided in this agreement. _________________ [Add if renewal is desired: As long as the provisions of this Agreement are complied with, and unless either party gives written notice of its election to terminate this Agreement at least _________________(specify period) days prior to the end of any _________________-year period, it shall automatically be renewed for an additional _________________-year period at the expiration of each period].
Promotion by Publisher
1.03. Publisher shall use its best efforts to promote and market the Software and to maximize the royalty payments to Licensor pursuant to Paragraph 3.02(a). Best efforts” means efforts at least equivalent to those expended by Publisher in the marketing of its own products or software products authored by other parties.
Determination of Sublicense Fees
1.04. Publisher shall have the right to determine sublicense fees to be charged by Publisher to ultimate users of the Software, subject to its obligation to maximize royalty payments to Licensor.
Terms of Sublicenses
1.05. Publisher may exercise its discretion with respect to the terms of all sublicenses for the use of the Software. However, all sublicense agreements shall include restrictions designed to protect the trade secret and other proprietary rights of the parties in the Software and shall con - form in all other respects to the terms and conditions of this Agreement.
Reproduction of Software
1.06. Publisher shall have the right to reproduce the Software in sufficient quantities to fulfill its obligations under this Agreement. Publisher shall reproduce and include Licensors copyright notice, patent notice, trademark, service mark, and any other proprietary markings on any copies of the Software.
Trade Name and Trademark
1.07. Subject to approval of Licensor, Publisher shall devise and register a trade name and/or trademark for use with respect to the Software. Publisher agrees that any such trade name and/or trademark shall be Licensors property.
Other Products
1.08. Nothing in this Agreement shall prevent Publisher from developing and marketing its own software or obtaining licenses for and marketing software authored by other parties.

ARTICLE 2
LICENSORS RIGHTS AND OBLIGATIONS
Title
2.01. Publisher agrees that Licensor shall retain title to the Software, including the computer program (whether in source or object code or both), all written documentation, and any ancillary data or information concerning the Software. Licensor also retains all rights in copyrights or patents applicable to the Software, including the computer program and all ancillary written documentation and materials.
Trade Secrets
2.02. Publisher acknowledges and agrees that the programming of the Software computer program and all improvements or modifications made to the Software by Licensor are trade secrets that are the property of Licensor. Publisher shall use its best efforts to prevent inadvertent disclosure of any trade secret information to any third party. Publisher shall instruct its personnel to keep that information confidential by using the same care that they use with similar data designated by Publisher as confidential, and shall require its sublicensees to exercise the same standard of care.
 Disclosure Constitutes Breach
2.03. (a) Publisher agrees that the Software contains valuable confidential information of Licensor. Publisher shall not disclose, or sell, lease, assign, give, or otherwise transfer Software except in accordance with this Agreement. Any disclosure or transfer of the Software to a third party constitutes a material breach of this Agreement and shall terminate the license granted by this Agreement.
(b) Publisher agrees that it shall be liable for all damages to Licensor that result from any disclosure of the programming of the computer program portion of the Software to any third party.
Improvements or Modifications
2.02. (a) Licensor agrees to provide consultation services with respect to the Software and to attempt to make improvements or modifications at the request of Publisher. Licensor agrees that any improvements or modifications made by Licensor shall be included in subsequent versions of the Software, and Publisher agrees that those improvements or modifications and the Software as modified remain the property of Licensor.
(b) Licensor agrees that Publisher may make improvements or modifications to the Software and that any such improvements or modifications shall be the property of Publisher.

ARTICLE 3
PRICE AND PAYMENT
Basic License Fee
3.01. Publisher shall pay Licensor an initial license fee of $ _________________. [Add if parties have provided for renewal: On renewal of this Agreement, Publisher shall pay Licensor a renewal license fee _________________(specify amount or state formula for computation).]
Royalties Based on Sublicense Fees
3.02. (a) In addition to the basic license fee specified in Paragraph 3.01, Publisher shall pay Licensor a royalty of _________________ [specify percentage, e.g., nine (9)] percent of each sublicense fee Publisher collects from sublicensees. All royalties shall be payable _________________ [specify period, e.g., monthly].
(b) Royalties shall not be due or payable for services performed by Publisher for sublicensees with respect to the Software, such as consultation, modification, training, installation, or maintenance. [Optional when negotiated by Publisher: Publishers obligation to pay royalties to Licensor shall cease _________________(specify, e.g., when Licensor has received total royalties in the amount of $ _________________or at the end of _________________calendar years following the year in which this Agreement is executed by Licensor and Publisher).]
Audit Rights
3.03. Publisher agrees to establish accounting procedures designed to show all fees received from the sublicensing of the Software. Publisher grants Licensor the right to audit Publishers records of those fees. Audits shall be performed on reasonable notice by an independent auditor and shall be paid for by Licensor.
Payment of Taxes
3.04. Publisher shall pay all sales, use, excise, or other taxes that may be imposed on the use or sublicensing of the Software except for those taxes based on income earned by Licensor under this Agreement.

ARTICLE 4
WARRANTIES
Warranty of Title
4.01. (a) Licensor warrants that it has good title to the Software and the right to license its use to Publisher free of any proprietary rights or encumbrances of any other party.
(a) Publisher shall promptly notify Licensor in writing of the assertion of any claim that the Software violates the trade secret, trademark, copyright, patent, or other proprietary right of any other party. Publisher shall cooperate with Licensor in investigating and resolving any such claim. On proper notification, Licensor shall defend Publisher against any such claims, and shall indemnify and hold Publisher and its sublicensees harmless from any liability for damage, costs, or other loss, _________________ [including or not including] consequential damages arising out of the subject matter of this Paragraph incurred by Publisher in connection with any such claim. Publisher shall have the right to participate in the defense of any action arising out of any such claim.
(c) Licensor shall not indemnify Publisher against any claim or liability based on Publishers _________________ [modification or conversion of the Software or the subsequent use of such a modification or conversion or use or combination of the Software with programs or data not supplied by Licensor if infringement would have been avoided by the use or combination of the Software with other programs or data].
Disclaimer of Warranty
4.02. _________________ [THE WARRANTIES SPECIFIED IN THIS ARTICLE 4 ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE or THE SOFTWARE IS LICENSED ON AN “AS IS” BASIS WITHOUT ANY WARRANTY OTHER THAN THE WARRANTY OF TITLE SPECIFIED IN PARAGRAPH 4.01].
Limitation of Liability
4.03. Licensor shall not be liable for any claim or demand arising out of the subject matter of this Agreement against Publisher by any other party for damages of any kind, including but not limited to consequential damages.



ARTICLE 5
TERMINATION
Cause for Termination
5.01. The license granted by this Agreement shall be terminated automatically and without further notice on the occurrence of any of the following:
(a) Expiration of the term specified in this Agreement of the initial or any optional renewal term in the absence of a subsequent renewal in accordance with the terms of this Agreement.
(b) Disclosure of any trade secret of Licensor in the Software to a third party, whether directly by Publisher or indirectly, and whether purposefully or inadvertently.
(c) Publishers failure to pay any royalty due under this Agreement.
(d) Cessation of business by Publisher.
(e) Publishers commission of an event of default as defined in this Article 5.
Events of Default
5.02. Publisher commits an event of default, and this Agreement and the license granted under this Agreement shall terminate, if any of the following occur:
(a) Publisher attempts to use, copy, license, or convey the Software in any manner contrary to the terms of this Agreement or in violation of Licensors proprietary rights in the Software.
(b) Publisher fails or neglects to perform or observe any of its existing or future obligations under this Agreement, including the timely payment of any sums due Licensor within _________________days after notice that the payment is delinquent.
(c) A petition in bankruptcy is filed by or against Publisher.
(d) A receiver, trustee in bankruptcy, or similar bankruptcy officer is appointed to take charge of all or part of Publishers property.
(e) Publisher is adjudicated a bankrupt.
Effect of Termination
5.03. (a) Publisher agrees that immediately on termination provided for in Paragraph 5.01 it shall _________________ [return all copies of the Software to Licensor or destroy all copies of the Software and certify that fact to Licensor]. Publisher further agrees that in the event of termination through its default, all fees or charges due for the remaining term of this Agreement shall immediately become due and payable. Licensors obligations under this Agreement shall cease.
(b) Notwithstanding the provisions of Paragraph 5.03(a), the termination of this Agreement shall not affect Publishers ability to fulfill any obligations made in good faith relating to the Software that arose prior to the date of termination, including any obligation to provide maintenance for Software licensed by it prior to termination.
(c) All obligations of Publisher relating to Licensors trade secrets and other proprietary interests in the Software shall survive the termination of this Agreement.

ARTICLE 6
GENERAL TERMS AND CONDITIONS
Assignment
6.01. Publisher shall not assign this Agreement or its rights under this Agreement without the prior written consent of Licensor. Any attempt to make such an assignment without Licensors consent shall be void.
Governing Law
6.02. This Agreement shall be deemed to have been made in and shall be construed pursuant to the laws of the State of ______________.
Entire Agreement
6.03. Licensor and Publisher acknowledge that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and that it supersedes and cancels all previous written and oral agreements and communications relating to the Software that is the subject matter of this Agreement.
Severability
6.04. If a court of competent jurisdiction finds any part of this Agreement invalid or unenforceable, that part shall be severable from the remainder of this Agreement and shall not cause the invalidity or unenforceability of the remaining parts of this Agreement.
Notices
6.05. Unless otherwise provided in this Agreement, any notice required or permitted by this Agreement to either party shall be deemed to have been given if in writing and delivered personally or mailed by first-class, registered, or certified mail, postage prepaid and addressed, when intended for Publisher, to _________________ [specify address, including appropriate department] or, when intended for Licensor, to _________________ [specify address, including appropriate department].
Amendments
6.06. Licensor and Publisher agree that this Agreement shall be modified only by a written agreement duly executed by persons authorized to execute agreements on their behalf.
Attorneys Fees
6.07. If any legal proceedings are brought to enforce the terms of this Agreement, the prevailing party shall be entitled to reasonable attorneys fees in addition to any other relief to which that party may be entitled.

Nonwaiver
6.08. Licensor and Publisher agree that a failure or delay in exercising any right, power, or privilege under this Agreement on the part of either party shall not operate as a waiver of any other right, power, or privilege under the Agreement. Licensor and Publisher also agree that no single or partial exercise of any right under this Agreement shall preclude further exercise of that right.

Executed at _________________ [city], _____________ [state] on _________________, _________________.


LICENSOR
_________________[name of author]
By [signature]
_________________[typed name and
title]
PUBLISHER
_________________[name of
publisher]
By [signature]
Authorized Signature
_________________[typed name and title]


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