97 lines
3.7 KiB
Plaintext
97 lines
3.7 KiB
Plaintext
Proprietary Source Code License Agreement
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This Proprietary Source Code License Agreement ("Agreement") is entered into between
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[Licensor Name] ("Licensor") and [Customer Name] ("Licensee").
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1. Grant of License
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Upon payment of the agreed fixed price of [amount and currency], Licensor grants
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Licensee a perpetual, non-exclusive, non-transferable, royalty-free license to use,
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copy, modify, merge, distribute internally, and create derivative works of the source
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code described in Schedule A ("the Software") solely within Licensee's organization.
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2. Internal Use
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"Within Licensee's organization" means use by Licensee and its employees, contractors,
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and affiliates for Licensee's own internal business operations. This includes:
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- Running the Software on any number of servers or workstations owned or operated
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by Licensee.
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- Modifying, adapting, and extending the source code.
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- Distributing the Software internally to employees and contractors.
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- Creating derivative works for internal use.
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3. Restrictions
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Licensee shall not:
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1. Sell, sublicense, rent, or lease the Software or any derivative work to any
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third party outside Licensee's organization.
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2. Redistribute, publish, or disclose the source code, in whole or in part, to any
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party outside Licensee's organization, except to contractors bound by a
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confidentiality agreement no less restrictive than this Agreement.
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3. Remove or alter any copyright notice, proprietary legend, or attribution
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contained in the Software.
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4. Use the Software to compete with Licensor or to develop a product offered to
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third parties that is substantially similar to the Software.
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4. Ownership
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The Software is licensed, not sold. Licensor retains all right, title, and interest
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in and to the Software, including all intellectual property rights. This Agreement
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grants a license only, not ownership.
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5. Derivative Works
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All derivative works created by Licensee ("Modifications") shall be owned by Licensee
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for internal use. Licensee may not transfer, sell, or disclose Modifications outside
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its organization. Licensor retains ownership of the original Software underlying any
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Modifications.
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6. No Warranty
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The Software is provided "as is" without warranty of any kind, express or implied,
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including but not limited to warranties of merchantability, fitness for a particular
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purpose, or non-infringement. Licensor does not warrant that the Software will be
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error-free or operate without interruption.
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7. Limitation of Liability
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In no event shall Licensor be liable for any direct, indirect, incidental, special, or
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consequential damages arising out of the use or inability to use the Software,
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even if advised of the possibility of such damage.
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8. Term and Termination
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This license is perpetual once the fixed price is paid. However, Licensor may
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terminate this Agreement immediately if Licensee breaches any provision of Section 3.
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Upon termination, Licensee shall cease all use and destroy all copies of the Software
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within thirty (30) days.
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9. Confidentiality
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The source code constitutes confidential information of Licensor. Licensee shall
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protect it with at least the same degree of care it uses for its own confidential
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information, and in no event less than reasonable care.
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10. Governing Law
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This Agreement shall be governed by the laws of [jurisdiction]. Any disputes
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shall be resolved in the courts of [jurisdiction].
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11. Entire Agreement
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This Agreement constitutes the entire agreement between the parties regarding the
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Software and supersedes all prior agreements. Any amendment must be in writing and
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signed by both parties.
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Licensor: _______________________ Date: __________
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Licensee: _______________________ Date: __________
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Schedule A -- Software
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- Project name: svn-git-mirror
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- Repository: [URL or path]
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- Commit / version: [hash or tag]
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