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SOFTWARE DEMONSTRATION LICENSE


This Demonstration License Agreement (the Agreement) is effective [DATE],


BETWEEN:  [YOUR COMPANY NAME] (the "Licensor"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

      [YOUR COMPLETE ADDRESS]

AND:  [COMPANY NAME] (the "Licensee"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:

      [COMPLETE ADDRESS]


1.  GRANT OF LICENSE

1.1.  Licensor hereby grants to Licensee a personal, non-exclusive and non-transferable right to use a demonstration version of the software set forth in Schedule A (hereinafter "Licensed Software") on the single CPU set forth in Schedule A for a limited period of time until the date specified in Schedule A. Licensee hereby agrees that the Licensed Software shall not be removed from the location specified in Schedule A except to return the Licensed Software to Licensor upon termination of this License.

1.2.  Licensee shall use the Licensed Software only for its own business purposes and not for providing consulting, timesharing or programming services or products to Other Persons. "Other Persons" are individuals, firms, or corporations outside the Licensee, its divisions and its majority-owned subsidiaries.

1.3.  The Licensed Software includes Licensor know-how, certain object code computer programs and associated documentation, manuals and other printed or visually-perceptible materials describing the use or design of the licensed computer programs. Licensor know-how includes the valuable, confidential and proprietary information developed by Licensor from time to time relating to the contents, working, installation and implementation of the Licensed Software. The Licensed Software incorporates automatic shutdown features which make it inoperable after the termination date.

2.  CONFIDENTIALITY AND PROPRIETARY RIGHTS

2.1.  Licensee acknowledges that the Licensed Software contains valuable trade secrets of Licensor. Licensee shall not sell, assign, lease, license, disclose, give or otherwise transfer said Licensed Software or any copy thereof to any Other Person. Licensee shall not disclose the Licensed Software to any consultant retained by Licensee except upon the prior written consent of Licensor. Licensee shall treat all Licensed Software to which it has access with at least the same degree of confidentiality as Licensee keeps its own confidential information. Licensee shall safeguard any and all copies of the Licensed Software against unauthorized disclosure, shall not tamper with, bypass or alter its security features or attempt to do so, and shall take all reasonable steps to ensure that the provisions of this License are not violated by any person under Licensee's control or in Licensee's service. Licensee also agrees that it shall neither cause nor permit any person under its control or in its service in any way to disassemble or attempt to disassemble the Licensed Software object code.
2.2.  All copyright, patent, trade secret, confidential information and other intellectual and proprietary rights in the Licensed Software are and shall remain the valuable property of Licensor. All obligations of confidentiality shall survive the termination of this License for a period of [NUMBER] years.

These obligations of non-disclosure shall not apply to information that has been or from time to time is:

2.2.1.  developed by one party independently of the other party as evidenced by a writing; or

2.2.2.  rightly obtained without restriction, from a third party who has the right to transfer or disclose it, or

2.2.3.  publicly available other than through the fault or negligence of the receiving party.


3.  REPRODUCTION AND COPYRIGHTS

The Licensed Software is entitled to protection under the Copyright laws of [COUNTRY]. Licensee may not copy or otherwise reproduce any part of the Licensed Software without the prior written consent of Licensor. Licensee agrees that it shall not allow any Other Person to copy any portion of the Licensed Software for any purpose whatsoever. Licensee shall not remove any copyright or other proprietary notices from the Licensed Software. The existence of a copyright notice shall not cause, or be construed as causing, the Licensed Software to be in the public domain or to be other than an unpublished work with all rights reserved under the Copyright law.


4.  WARRANTIES

4.1.  Licensor represents and warrants to Licensee that Licensor is authorized to grant this License and, to the best of Licensor's knowledge, the Licensed Software does not infringe upon any copyright or other proprietary right of others.

4.2.  Licensor will defend, at its expense, any action brought against Licensee to the extent that it is based on a claim that the Licensed Software, used by Licensee within the scope of this License, infringes any [COUNTRY] copyright or other proprietary rights, provided that Licensee (i) notifies Licensor promptly in writing of any claim, and (ii) gives Licensor complete authority and information required for the License and settlement of such claim. Licensor shall pay all costs and damages awarded against Licensee as a result of such claim, but Licensor shall not be responsible for any cost, expense or compromise incurred by or made by Licensee without the prior written consent of Licensor.


5.  DISCLAIMER AND LIMITATION OF LIABILITY

The use of the Licensed Software under this Demonstration License is provided "AS IS". EXCEPT FOR THE FOREGOOING EXPRESS WARRANTIES, LICENSOR NEITHER MAKES NOR GRANTS ANY OTHER WARRANTIES, EXPRESS OR IMPLIED. LICENSOR EXCLUDES ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE. LICENSEE AGREES THAT LICENSOR WILL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OR USE OR THE LOSS OF DATA OR INFORMATION OF ANY KIND, HOWEVER CAUSED.


6.  TERMINATION

6.1.  This License shall terminate on the earlier of (a) the date specified in Schedule A or (b) immediately, if any provision, covenant or obligation of this License is breached as a result of any act or failure to act of Licensee. This License shall also terminate immediately if (c) Licensee ceases conducting business in the ordinary course, or (d) an assignment is made by Licensee's business for the benefit of creditors, or (e) a receiver, trustee in bankruptcy or like official is appointed to take all or part of said Licensee's property.

6.2.  Licensee acknowledges that its rights under this License are personal and not assignable. Upon termination, Licensee shall immediately: (i) discontinue all use of the Licensed Software; (ii) deliver to Licensor all Licensed Software then in Licensee's possession or control, together with all copies thereof; (iii) erase or destroy any of the Licensed Software contained in the computer memory or data storage apparatus under the control of Licensee;(iv) remove the Licensed Software from any software in Licensee's possession or control that incorporates or uses the Licensed Software in whole or in part; and (v) warrant in writing to Licensor within five (5) days after termination that all actions (i) - (iv) have been taken by Licensee.


7.  GENERAL TERMS

7.1.  This License, including Schedule A, states the entire agreement between the parties and supersedes all proposals, oral or written, and all other communications between the parties relating to this agreement. No amendment or modification of this License shall be made, except by an instrument in writing signed by Licensor and Licensee. If Licensee issues a purchase order or other document purporting to relate to this License or any of the Licensed Software, either as an original contract or as an amendment to this License, such document issued by Licensee shall be considered to be for Licensee's internal use only, and the provisions contained therein shall not amend this License except as may be expressly agreed to by Licensor in writing.

7.2.  This License shall be governed and interpreted in accordance with the laws of the [State/Province] of [STATE/PROVINCE].

7.3.  If any provision of this License shall be held to be unenforceable, such holding shall not affect the enforceability of any other provisions hereof.

7.4.  Waiver of any breach of this License by either party shall not be considered a waiver of any other subsequent breach.

7.5.  All notices or other communications hereunder shall be in writing, sent by courier or the fastest possible means, provided that recipient receives hard copies and the transmission method is scheduled to deliver within 48 hours, and shall be deemed given when delivered to the address specified above or such other address as may be specified in a written notice delivered in accordance with this section.

7.6.  Licensee acknowledges that the Licensed Software is a unique, confidential and valuable asset of Licensor, and that Licensor shall have the right to seek all equitable and legal redress which may be available to it for the breach or threatened breach of this License or other agreement between Licensee and Licensor. Licensor shall have the absolute right to limit, terminate, revoke or cancel Licensee's right to use the Licensed Software upon the breach of any term of this License. Licensee agrees to pay all costs and expenses, including reasonable attorneys' fees, incurred by Licensor in exercising any of its rights or remedies under this clause.




7.7.  No party shall be responsible for delays or failures in performance resulting from acts beyond control of such party. Such acts shall include, but not be limited to, acts of God, strikes, riots, acts of ware, epidemics, governmental regulations superimposed after the fact, fire, communication line failures, earthquakes, or other disasters.



IN WITNESS WHEREOF, each party to this agreement has caused it to be executed at [PLACE OF EXECUTION] on the date indicated above.


LICENSOR            LICENSEE


                          
Authorized Signature          Authorized Signature


                          
Print Name and Title          Print Name and Title



 
SCHEDULE A
LICENSED SOFTWARE



To be installed on CPU with serial #:                   

Located at:                       

Termination date of Demonstration License:               

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