Software License and Development Agreement | USA

Develop software for a client and license it back to them under this Software License and Development Agreement for U.S. software developers.

• The developer will develop a software system for the client and grant them a non-transferable, non-exclusive perpetual license to use the system.
• Any affiliate of the client may license the system, at no additional cost, by agreeing in writing to be bound by the terms of the License Agreement.
• The developer retains all rights to the system (including all proprietary intellectual property rights), and to all modifications and enhancements, but the client retains all rights to the name of the system.
• Any of the developer's personnel who will be performing services at the client's facility must clear the client's security requirements and will be supervised by the client's personnel.
• The developer indemnifies the client against all liability and claims and agrees to pay all costs and damages arising from any claim of infringement and against all claims, damages and costs arising from any act of negligence, willful misconduct or dishonesty of an employee of the developer or its subcontractors.
• There are mutual confidentiality provisions for both parties.
• The developer will not be liable for any consequential damages. The developer's maximum liability will be limited to the total amount of fees paid by the licensee.
• The developer will keep a complete up-to-date copy of the source code in escrow with a designated escrow agent. The licensee will have access to the source code in certain circumstances, for instance, if the developer ceases doing business or files for bankruptcy.
• This legal form is governed by US laws.
• The contract template is available as a downloadable Microsoft Word document.