Agent Mate - License Agreement
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Terms of Agreement
This Software License Agreement ("Agreement") is made and effective this ________________ _________________by and between Intermatics Software Services ("Developer") and the above mentioned client ("Licensee").
Developer has developed and licenses to users its software program marketed under the name Agent Mate (the "Software").
Licensee desires to utilize a copy of the Software.
NOW, THEREFORE, in consideration of the mutual promises set forth herein, Developer and Licensee agree as follows:
1. License.
Developer hereby grants to Licensee a perpetual, non-exclusive, limited license to use the Software as set forth in this Agreement.
2. Restrictions.
Licensee shall not modify, copy, duplicate, reproduce, license or sublicense the Software, or transfer or convey the Software or any right in the Software to anyone else without the prior written consent of Developer; provided that Licensee may make one copy of the Software for backup or archival purposes. Licensee shall only be entitled to use the Software for one single domain name and installed on only one server at any point in time.
3. Fee.
In consideration for the grant of the license and the use of the Software, Licensee agrees to pay Developer the sum of N150,000 for the License in addition to a N20,000 template integration fee. If Licensee desires the Developer to design templates for the Software, such designs shall be negotiated on a separate contract.
4. Warranty of Title.
Developer hereby represents and warrants to Licensee that Developer is the owner of the Software or otherwise has the right to grant to Licensee the rights set forth in this Agreement. In the event any breach or threatened breach of the foregoing representation and warranty, Licensee's sole remedy shall be to require Developer or to either: i) procure, at Developer's expense, the right to use the Software, ii) replace the Software or any part thereof that is in breach and replace it with Software of comparable functionality that does not cause any breach, or iii) refund to Licensee the full amount of the license fee upon the return of the Software and all copies thereof to Developer.
5. Warranty of Functionality.
Developer warrants that the Software shall perform in all material respects according to the Developer's specifications concerning the Software when used with the appropriate computer equipment. In the event of any breach or alleged breach of this warranty, Liscensee shall promptly notify Developer. Liscensee's sole remedy shall be that Developer shall correct the Software so that it operates according to the warranty. This warranty shall not apply to the Software if modified by anyone or if used improperly or on an operating environment not approved by Liscensor.
6. Software Maintenance.
During the first year after deployment, Developer shall provide to Licensee any new, corrected or enhanced version of the Software as created by Developer. Such enhancement shall include all modifications to the Software which increase the speed, efficiency or ease of use of the Software, or add additional capabilities or functionality to the Software, but shall not include any substantially new or rewritten version of the Software.
After this 12 month period, payment for software updates shall be made to the Developer in accordance with the Developer’s prevailing pricelist published on the Developer’s website.
7. Payment.
Payment of the N150,000 license fee shall be made upon the signing of this agreement. Payment of the N20,000 integration fee shall be made upon the completion /availability of the Liscensee’s template. If desired, the Developer shall host the software for the Liscensee for a period of 1 year free of charge as well as register a free domain name. However, after the expiration of the initial 1 year period, the Licensee shall pay a yearly webhosting and domain name registration fee as indicated on the pricelist on the Developer’s website.
9. Warranty Disclaimer.
DEVELOPER'S WARRANTIES SET FORTH IN THIS AGREEMENT ARE EXCLUSIVE AND 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.
10. Limitation of Liability.
Developer shall not be responsible for, and shall not pay, any amount of incidental, consequential or other indirect damages, whether based on lost revenue or otherwise, regardless of whether Developer was advised of the possibility of such losses in advance. In no event shall Developer's liability hereunder exceed the amount of license fees paid by Licensee, regardless of whether Licensee's claim is based on contract, tort, strict liability, product liability or otherwise.
11. Notice.
Any notice required by this Agreement or given in connection with it, shall be in writing and shall be given to the appropriate party by personal delivery or by e-mail, postage prepaid, or recognized overnight delivery services.
12. Governing Law.
This Agreement shall be construed and enforced in accordance with the laws of the state of the Federal Republic Of Nigeria.
13. No Assignment.
Neither this Agreement nor any interest in this Agreement may be assigned by Licensee without the prior express written approval of Developer.
14. Final Agreement.
This Agreement terminates and supersedes all prior understandings or agreements on the subject matter hereof. This Agreement may be modified only by a further writing that is duly executed by both parties.
15. Severability.
If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.
16. Headings.
Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.
IN WITNESS WHEREOF, Developer and Licensee have executed this Software License Agreement on the day and year first above written.
On behalf of the Licensee
Name________________________________
Sign_________________________________
Date ______________________
On behalf of Intermatics Software Services
Name________________________________
Sign_________________________________
Date ______________________
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