Agreement of Licence for Software Package (with support)

Updated atMarch 2010

AGREEMENT made of............between (1) ABC & Co. Ltd., a Public Company registered under the Companies Act, 1956, and having its registered office at............................................. hereinafter referred to as the 'LICENSOR' of the One Part;


M/s XYZ Co. Pvt. Ltd., a Private Limited Company registered under the Companies Act, 1956, and having its registered office at................................................................ hereinafter referred to as the 'LICENSEE' of the Other Part;



The Licensor has prepared a Computer programme in object code form more particularly described in the schedule hereunder written, and which is hereinafter referred to as the 'Product'.


The Licensee has requested the Licensor to grant a licence to use the same for its business and which the Licensor has agreed to do on the terms and conditions hereinafter recorded and agreed to between the parties.


Grant of Licence. The Licensor hereby grants to the Licensee a licence to use the said product or licensed material which is more particularly described in the Schedule hereunder written, on the terms and conditions hereinafter set out.

Licence nonexclusive and nontransferable. The Licence shall be nonexclusive but also non transferable by the Licensee. The said product will be used only in India and nowhere outside the country.

Delivery dale. The Licensor shall hand over to the Licensee one copy of the said Product and the documentation on the media at the place viz. (description of the place) on the____day of______ hereinafter referred to as the delivery date.

Computer. The Licensee shall before the delivery date install the computer equipment which is fully operational, at the said place or location referred to in clause 3 above.

Installation of Product When the said product is delivered to the licensee by the Licensor, the Licensee will install the product on the said Computer Equipment, in accordance with the instructions or guidelines supplied by the Licensor at its own risk and responsibility. However if the Licensee so requests, the Licensor will help the Licensee in installing the product in the Computer equipment for which the Licensee will have to pay the charges of the Licensor as notified by the Licensor.

Security deposit. The Licensor will deliver the said product to the Licensee only against payment of a sum Rs.......... as security deposit as hereinafter provided and the payment of the amount of the first instalment of licence fee hereinafter provided.

Product tests. On the delivery of the product to the Licensee, the same along with the documentation shall be deemed to be accepted by the Licensee. However before the delivery date, the Licensee will be entitled to carry out tests of the product, in accordance with the test criteria prepared by the Licensee and approved by the Licensor for achieving the expected results. If the said product is found not to be in accordance with the accepted tests and the Licensee being unwilling to accept the product due to such test, this agreement shall be deemed to be cancelled or not entered into at all.

Alternative Computer. The Licensee shall use the product only on the said computer equipment installed at the location mentioned above and not any other equipment without the consent of the Licensor...

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