This Software License Agreement (the Agreement) is made and effective [2025-12-16],
BETWEEN:
[Docmachine Technologies Private Limited (the "Licensor"), a corporation organized and existing
under the laws of the Karnataka/Bangalore, with its head office located at Bangalore:
AND:
[xyz] (the "Licensee"), a corporation organized and existing
under the laws of the Karnataka/Bangalore, with its head office located at:
WHEREAS, Licensor has developed certain computer programs and related documentation more
particularly described in Schedule A attached hereto (the "Products") and desires to grant Licensee a
license to use the Software.
WHEREAS, Licensee wishes to use the Software under the conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises set forth herein, Licensee and Licensor
hereby agree as follows:
1. DEFINITIONS
When used in this Agreement, the following terms shall have the respective meanings indicated, such
meanings to be applicable to both the singular and plural forms of the terms defined:
"Acceptance" of Software means completion of the acceptance testing process set forth in Section 3
of this Agreement.
"Agreement" includes this agreement and its Schedules and Riders.
"Delivery Date" is the date on which Licensor ships the Software to Licensee.
"Designated Environment" means the computer equipment and software operating system
described on Schedule C.
"Documentation" means the user, system, and installation documentation for the Software.
"Error" means a material failure of the Software to function in conformity with the Specifications.
"License" means the license granted by Licensor to Licensee to use the Software and Documentation
in accordance with the terms and conditions of this Agreement.
"Licensed Copies" means the number of copies of the Software and Documentation being licensed
to the Licensee.
"Location(s)" means Licensee's offices at the location(s) specified in Schedule D.
"Maintenance Agreement" means the Software Maintenance Agreement between the parties
effective as of the date of this Agreement.
Software License Agreement
IT IS ILLEGAL AND STRICTLY PROHIBITED TO DISTRIBUTE, PUBLISH, OFFER FOR SALE, LICENSE OR SUBLICENSE, GIVE OR DISCLOSE TO ANY OTHER PARTY, THIS PRODUCT IN HARD COPY OR DIGITAL FORM. ALL OFFENDERS WILL BE SUED IN A COURT OF LAW.
"Price" means the License Fees Licensee shall pay as specified in Schedule B.
"Rider" refers to any riders attached to this Agreement, or any subsequently prepared document
which the parties agree in writing to be considered a Rider.
"Schedule" refers to any schedule attached to this Agreement, or any subsequently prepared
document which the parties agree in writing to be considered a Schedule.
"Software" means the computer programs specified in Schedule A in machine-readable, object code
form, and any computer programs delivered to Licensee in machine-readable, object code form as
Maintenance Releases and Product Releases (as these terms are defined in the Maintenance
Agreement).
"Specifications" means Licensor's current published Product Release Definitions.
"Target Date" means the date set forth by which parties anticipate delivery of the Software.
"Warranty Period" means [NUMBER] days from the date of Acceptance.
2.
SOFTWARE LICENSE
2.1 License
Licensor grants Licensee a non-exclusive, non-transferable license to (1) use the Software and
Documentation solely for its internal operations at the Location(s) and on the Designated
Environment, and (2) copy the Software and Documentation for archival or backup purposes only,
provided that all titles, trademarks, and copyright, proprietary and restricted rights notices shall be
reproduced in all such copies, and that all copies shall be subject to the terms of this Agreement.
2.2 Distribution
Except as explicitly provided herein, Licensee shall not: (1) make available nor distribute all or part of
the Software or Documentation to any third party by assignment, sublicense, or by any other means;
(2) copy, adapt, reverse engineer, decompile, disassemble, or modify, in whole or in part, any of the
Software or Documentation; or (3) use the Software to operate in or as a time-sharing, outsourcing, or
service bureau environment, or in any way allow third party access to the Software.
3.INSTALLATION AND ACCEPTANCE
Licensor shall use reasonable efforts to deliver the Licensed Copies of the Software and Documentation
to the Location(s) on or about the Target Date. Licensee shall have 30 days from the Delivery
Date to perform acceptance testing. Licensee's Acceptance of the Software shall occur at the earlier of
Licensee's operational use of the Software, or the expiration of 30 days from the Delivery Date
without the provision of notice by Licensee to Licensor of any Error(s). If Licensee provides notice to
Licensor of any Error(s) and Licensor verifies the alleged Error(s), the Software shall be accepted upon
Licensor's correction of such Error(s).
4. PRICE AND PAYMENT
4.1 Price
Licensee shall pay the Price in accordance with the payment plan set forth in Schedule B. Licensor
shall invoice any additional costs reasonably incurred by Licensor in the delivery of the Software as
they are incurred. Payment shall be made by Licensee to Licensor in full without any right of set-off or
Software License Agreement deduction, and Licensee shall pay the Price and such costs within 30 days from the date of invoice.
4.2 Tax
Licensee shall be responsible for any applicable sales or use taxes or any value added or similar
taxes payable with respect to the licensing of the Software, or arising out of or in connection with this
Agreement, other than taxes levied or imposed based upon Licensor's income. In the event that
Licensor pays any such taxes on behalf of Licensee; Licensor shall invoice Licensee for such taxes
and Licensee agrees to pay such taxes in accordance with this Agreement.
4.3 Interest
Failure by Licensee to pay any amounts invoiced under this Agreement in full in accordance with this
Agreement shall make Licensee liable to pay Licensor interest at the rate of [5%] per month on the
remaining amount due, or at the highest amount permitted by applicable law, such interest to accrue
on a daily basis after as well as before any judgment relating to collection of the amount due.
5. PROPRIETARY RIGHTS
Licensee acknowledges and agrees that the copyright, patent, trade secret, and all other intellectual
property rights of whatever nature in the Software, Documentation and Specifications are and shall
remain the property of Licensor, and nothing in this Agreement should be construed as transferring any
aspects of such rights to Licensee or any third party.
6.CONFIDENTIALITY
6.1 Confidential Information
"Confidential Information", shall mean the Software, Documentation, Specifications, and terms and
conditions of this Agreement. Licensee acknowledges the confidential and proprietary nature of the
Confidential Information and agrees that it shall not reveal or disclose any Confidential Information for
any purpose to any other person, firm, corporation, or other entity, other than Licensee's employees
with a need to know such Confidential Information to perform employment responsibilities consistent
with Licensee's rights under this Agreement. Licensee shall safeguard and protect the Confidential
Information from theft, piracy, or unauthorized access in a manner at least consistent with the
protections Licensee uses to protect its own most confidential information. Licensee shall inform its
employees of their obligations under this Agreement, and shall take such steps as may be reasonable
in the circumstances, or as may be reasonably requested by Licensor, to prevent any unauthorized
disclosure, copying or use of the Confidential Information. Licensee acknowledges and agrees that in
the event of the Licensee's breach of this Agreement, Licensor will suffer irreparable injuries not
compensated by money damages and therefore shall not have an adequate remedy at law.
Accordingly, Licensor shall be entitled to a preliminary and final injunction without the necessity of
posting any bond or undertaking in connection therewith to prevent any further breach of these
confidentiality obligations or further unauthorized use of Confidential Information. This remedy is
separate and apart from any other remedy Licensor may have.
6.2 Unauthorized Disclosure
Licensee shall notify Licensor immediately upon discovery of any prohibited use or disclosure of the
Confidential Information, or any other breach of these confidentiality obligations by Licensee, and
shall fully cooperate with Licensor to help Licensor regain possession of the Confidential Information
and prevent the further prohibited use or disclosure of the Confidential Information.
7.WARRANTY
7.1 Operation
Software License Agreement
IT IS ILLEGAL AND STRICTLY PROHIBITED TO DISTRIBUTE, PUBLISH, OFFER FOR SALE, LICENSE OR SUBLICENSE, GIVE OR DISCLOSE TO ANY OTHER PARTY, THIS PRODUCT IN HARD COPY OR DIGITAL FORM. ALL OFFENDERS WILL BE SUED IN A COURT OF LAW.
Licensor represents to Licensee that: (1) during the Warranty Period, the Software shall operate
without any Errors; and (2) upon notification to Licensor during the Warranty Period of any Errors,
Licensor will, during its normal business hours and at no cost to Licensee, use reasonable efforts to
correct such Errors which are reproducible and verifiable by Licensor, excluding any Errors caused by
uses of the Software which were not in accordance with the Specifications.
7.2 Correction
In the event that Licensee notifies Licensor of an Error during the Warranty Period, Licensor's sole
liability, and Licensee's sole remedy, will be Licensor's use of reasonable efforts to correct such
Errors or, in Licensor's sole discretion, to refund the portion of the prepaid Price applicable to the
portion of the Software which is defective.
7.3 Warranty Disclaimer
THE PARTIES AGREE THAT THE SOFTWARE'S FAILURE TO PERFORM IN ACCORDANCE
WITH THE SPECIFICATIONS SHALL NOT BE CONSIDERED A FAILURE OF THE ESSENTIAL
PURPOSE OF THE REMEDIES CONTAINED HEREIN. EXCEPT FOR THE ABOVE LIMITED
WARRANTY, THE ENTIRE RISK OF THE SOFTWARE'S QUALITY AND PERFORMANCE IS WITH
LICENSEE.
8.INDEMNITY
8.1 Indemnification
Licensor hereby indemnifies Licensee against any claim that the Software, furnished and used within
the scope of this Agreement, infringes any [INDIA] registered copyright or patent, provided that:
(1) Licensor is given prompt notice of the claim; (2) Licensor is given immediate and complete control
over the defense and/or settlement of the claim, and Licensee fully cooperates with Licensor in such
defense and/or settlement; (3) Licensee does not prejudice in any manner Licensor's conduct of such
claim; and (4) the alleged infringement is not based upon the use of the Software in a manner
prohibited under this Agreement, in a manner for which the Software was not designed, or in a
manner not in accordance with the Specifications.
8.2 Altered Version
Licensor shall have no liability for any claim of infringement based on (a) the use of a superseded or
altered version of the Software if infringement would have been avoided by the use of a current or
unaltered version of the Software which Licensor made available to Licensee; or (b) the combination,
operation or use of the Software with software, hardware, or other materials not furnished by
Licensor.
8.3 Injunction
If a final injunction is obtained against the use of any part of the Software by reason of infringement of
[INDIA] registered copyright or patent, Licensor will, at its option and expense, either (1) procure
for Licensee the right to continue to use the Software; (2) modify the Software so that it becomes
non-infringing; or (3) repurchase the Software and Documentation less depreciation at the rate of [1%]
per year, or pro rata for part of the year, from the date of Acceptance to the date of removal of the
Software. If Licensor selects this third option, Licensee shall, immediately upon receipt from Licensor
of the payment set forth above, at Licensor's option destroy or return all copies of the Software and
Documentation in its possession or under its control.
8.4 Liability
The foregoing states Licensor's entire obligation and liability with respect to the infringement of any
property right.
8.5 Infringement
IT IS ILLEGAL AND STRICTLY PROHIBITED TO DISTRIBUTE, PUBLISH, OFFER FOR SALE, LICENSE OR SUBLICENSE, GIVE OR DISCLOSE TO ANY OTHER PARTY, THIS PRODUCT IN HARD COPY OR DIGITAL FORM. ALL OFFENDERS WILL BE SUED IN A COURT OF LAW.
Licensee hereby indemnifies Licensor against any claim for (1) alleged infringement of any
[INDIA] registered copyright or patent, arising out of the use of the Software by Licensee in any
manner prohibited by this Agreement and (2) any claim related to or arising out of a financial
transaction brought by any third party based on the use of the Software.
9.LIMITATION OF LIABILITY
9.1 Limitation
LICENSOR SHALL HAVE NO LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS
AGREEMENT OR OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL
OR PUNITIVE DAMAGES EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. IN ANY EVENT, THE LIABILITY OF LICENSOR TO LICENSEE FOR ANY REASON
AND UPON ANY CAUSE OF ACTION SHALL BE LIMITED TO THE LESSER OF THE AMOUNT
PAID TO LICENSOR BY LICENSEE UNDER THIS AGREEMENT.
THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING
WITHOUT LIMITATION TO BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE,
STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS. BOTH PARTIES
UNDERSTAND AND AGREE THAT THE REMEDIES AND LIMITATIONS HEREIN ALLOCATE THE
RISKS OF PRODUCT AND SERVICE NONCONFORMITY BETWEEN THE PARTIES AS
AUTHORIZED BY APPLICABLE LAWS. THE FEES HEREIN REFLECT, AND ARE SET IN
RELIANCE UPON, THIS ALLOCATION OF RISK AND THE EXCLUSION OF CONSEQUENTIAL
DAMAGES SET FORTH IN THIS AGREEMENT.
9.2 Force Majeure
Neither party shall be under any liability for any loss or for any failure to perform any obligation
hereunder due to causes beyond its control including without limitation industrial disputes of whatever
nature, power loss, telecommunications failure, acts of God, or any other cause beyond its
reasonable control.
10. TERM AND TERMINATION
10.1 Termination
The License granted herein shall remain in effect perpetually unless terminated as provided for in
Sections 10.2 or 10.3 herein.
10.2 Breach
Licensor may terminate this Agreement and the License, without prejudice to any other remedy
Licensor may have, immediately without further obligation to Licensee, in the event of (1) any breach
by Licensee of Sections 2, 5, or 6 of this Agreement which cannot be remedied within twenty-four (24)
hours of Licensor's notice to Licensee of the breach and Licensor's intent to terminate the License; (2)
any material breach of Sections other than those set forth above which cannot be remedied within
30 days of Licensor's notice to Licensee of the breach and Licensor's intent to terminate the
License; or (3) Licensee's making an assignment for the benefit of its creditors, the filing under any
voluntary bankruptcy or insolvency law, under the reorganization or arrangement provisions of the
United States Bankruptcy Code, or under the provisions of any law of like import in connection with
Licensee, or the appointment of a trustee or receiver for Licensee or its property.
10.3 Remedy
Licensee may terminate the License, without prejudice to any other remedy Licensee may have, in
the event of any material breach of this Agreement which is not remedied within 30 days of
IT IS ILLEGAL AND STRICTLY PROHIBITED TO DISTRIBUTE, PUBLISH, OFFER FOR SALE, LICENSE OR SUBLICENSE, GIVE OR DISCLOSE TO ANY OTHER PARTY, THIS PRODUCT IN HARD COPY OR DIGITAL FORM. ALL OFFENDERS WILL BE SUED IN A COURT OF LAW.
Licensee's notice to Licensor of the breach and Licensee's intent to terminate the License.
Termination shall not relieve Licensee's obligation to pay all amounts which are due and payable or
which Licensee has agreed to pay.
10.4 Cessation of Use
Upon termination of this Agreement, Licensee shall cease using the Software and Documentation
and promptly return all copies of the Software, Documentation, and all other Confidential Information
in its possession or control. Licensee shall delete all copies of such materials residing in- on- or
off-line computer memory, and destroy all copies of such materials which also incorporate Licensee's
Confidential Information. Licensor shall be entitled to enter the Location(s) to repossess and remove
the Software, Documentation, and any other Confidential Information. Licensee shall, within
5 days from the effective date of the termination, certify in writing by an officer or director of
the party that all copies of the Software and Documentation have been returned, deleted and
destroyed.
11. HEADINGS
The headings used in this Agreement are for convenience only and are not intended to be used as an aid
to interpretation.
12. VALIDITY
If any part of this Agreement is held to be illegal or unenforceable, the validity or enforceability of the
remainder of this Agreement shall not be affected.
13. BINDING AGREEMENT
This Agreement will be binding upon and inure to the benefit of the parties hereto, their respective
successors and assigns. Licensee may not assign its rights or obligations under this Agreement without
the prior written consent of Licensor.
14. NO WAIVER
Failure by either party to exercise any right or remedy under this Agreement does not signify acceptance
of the event giving rise to such right or remedy.
15. SOLICITATION
Licensee shall not solicit the employment of nor employ any Licensor personnel who has been directly
involved in the development, sale, installation, or support of the Software for a period of [NUMBER] years
from the later of the termination of such individual's employment at Licensor or the last date of
Acceptance of any Software.
16. GOVERNING LAW
This Agreement shall be deemed to have been executed in the State of Karnataka/Bangalore and will be
governed by and construed in accordance with the laws of the State of Karnataka/Bangalore. The parties
hereby consent to the jurisdiction of the courts of the State of Karnataka/Bangalore for the purpose of any action or proceeding brought by either of them in connection with this Agreement.