End-User License 
Agreement

PREPARED FOR
[Licensee Name] 

PREPARED BY
[Licensor Name] 

End-User License Agreement

This End User License Agreement (hereinafter referred to as the “Agreement”) is made and shall be effective as on [Effective Date] (hereinafter referred to as the “Effective Date”),
 
By and Between 
 
[Licensor Name] (hereinafter referred to as the “Licensor”) located at [Licensor Address], and;
 
[Licensee Name] (hereinafter referred to as the “Licensee”) residing in [Licensee Address], pursuant to the authorization of all technology, development tools, scripts, graphics, data and animation files, programs, source, and object code (hereinafter referred to as the “Software”) abiding by the terms as is proposed hereunder.
 
Hereinafter, the Licensor and the Licensee shall be collectively referred to as the “Parties” and individually as the “Party.”
 
THEREFORE, in consideration of the covenants, mutual promises, and Agreements contained herein, the receipt and sufficiency of which are to be acknowledged hereby, the Parties comply with the terms and conditions as proposed below:

TERMS AND CONDITIONS.

1. LICENSE SANCTION.

With regard to the terms mentioned herein in this Agreement, the Licensor agrees and accepts to grant the Licensee an exclusive license and the right to possess a copy of the aforementioned Software for their business purpose only.

The Licensee shall be able to install the Software and make a maximum of [No. of Software Copies permitted] copies for a similar matter of use.

2. RIGHTS AND LIMITATIONS.

After the Licensee is provided the license for the use of the Software, they shall be responsible for the maintenance of the Software at every [Frequency of Software Maintenance] at their sole expense.

However, the Licensee shall not be granted the rights to reverse engineer, decompile, or disassemble the Software in any way as part of the License sanction unless the Licensor provides written consent addressing the same subject hereof.

The Licensee shall acknowledge that the Licensed Software is considered to be a single product, and hence, its components shall not be used for multiple systems.

3. INTELLECTUAL PROPERTY RIGHTS.

The Software, including the images, photographs, animations, videos, vector arts, audio, content, data, object and source code, UI/UX frameworks, algorithms, and documentation, are solely owned by the Licensor, and thus the Licensee shall be liable for respecting to this term and all other terms in this Agreement and refrain from involving any third-party organization or people in the subject matter hereof without the prior mutual consent and declaration of the same.

4. TERM AND TERMINATION.

The Agreement shall be enforceable as per the aforementioned Effective Date and thus continue to exist in perpetuity. This Agreement shall only be liable to be terminated with the written consent of both Parties due to breach of the terms stated hereof. The Parties shall wind up all ongoing business and trade [Number of days to wind-up business before termination] day(s) before the termination date of the Agreement.

5. OBLIGATIONS.

(a) The Parties agree and acknowledge that during the term of this Agreement, the Parties shall gain access to various Confidential Information through oral, visual, digital, or other modes only at the sole discretion of the Licensor for the development, modification, or innovation of ideas jointly or solely.
The confidential information includes [Details of the confidential information].

(b) The Licensee shall refrain from disclosing any part or all of this Confidential Information publicly, including any inadvertent disclosure, causing irreparable harm, loss, damage, or injury to the Licensor, and thus, undertakes the responsibility to keep such information confidential unless disclosure is authorized by the Licensor.

(c) Unless authorized, the Licensee shall strictly not produce any disclosure of the aforementioned Confidential Information.

(d) All products, in soft copy and hard copy, must be returned promptly to the respective Parties upon the termination of this Agreement or cancellation of the Agreement.

(e) The Licensee shall strictly refrain from making unauthorized copies of the aforementioned confidential data and shall not hold any authorization, ownership, or assignment of the Confidential Information unless the Licensor grants their sole discretion of the same, sanctioning a written consent introducing the issue.

6. INDEMNIFICATION.

Without any prejudice regarding any other right available to the Licensor in law or under equity, the Licensee shall be responsible for indemnifying, defending, and holding the Licensor, successor, or affiliates harmless from any damages, loss, claims, actions, judgment, penalties, deficiencies, cause of action, or other cost or expenses, including legal and attorney fees and expenses. 

The Licensee hereby acknowledges that a breach in this Agreement is liable to cause a huge and irreparable loss for the Licensor, and thus, without prejudice or any other rights, the Licensee agrees that the Licensor is entitled to seek legal help, not limited to specific performance or preliminary or permanent injunctions.

7. ARBITRATION.

In the event of any dispute arising in and out of this Agreement between the Parties, it shall be resolved by arbitration. There shall be [Number of Arbitrators] arbitrator(s), who shall be appointed by [Arbitration Appointing Party Name]. The venue of arbitration shall be [Location of Arbitration], and the Seat shall be [State of Seat]. The arbitrator's decision shall be final and binding on both Parties.

8. GOVERNING LAW.

The Agreement and all the terms contained herein shall be governed by and construed according to the judicature and jurisdiction laws of the state of [Governing Law].

9. AMENDMENT.

The terms mentioned herein in the Agreement shall not be reformed, modified, or changed without the prior written consent of the Parties respectively.

10. COUNTERPARTS.

This Agreement is subject to be executed in counterparts, singly or as a whole, all of which shall constitute the meaning of a single Agreement.

11. INCLINATION.

The Parties must acknowledge that this Agreement hereinafter is solely for the benefit of the Parties undersigned and serves no inclination to any Party, nor is intended to confer any rights or remedies in favor of any person, party, or affiliate other than the Parties duly undersigned and their members.

12. NOTICES.

All notices to the Parties, physical or digital, shall be made to the respective Parties through their certified mailing address or email as is mentioned in the Agreement herein strictly in the English language, refraining from any use of lewd language.

13. ENTIRE AGREEMENT.

This Agreement and other annexures, therefore, constitute the entire agreement between the Parties concerning the matter of subject hereof and, thus, supersedes all prior Agreements, purchases, understandings, and negotiations, written or verbally agreed, between the Parties.

ACCEPTANCE AND SIGNATURE.

IN WITNESS WHEREOF, the undersigned Parties have duly executed the terms mentioned herein in the Agreement as of the aforementioned date.

[Licensee Name]

[Licensor Name]

Name:

Name:

Signature:

Signature:

Date:

Date:

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