Vendor Oriented Software Development and License Agreement
What is this form?
The Vendor Oriented Software Development and License Agreement is a legal contract designed specifically for businesses and individual contractors involved in software development and licensing. This form outlines the rights and responsibilities of both the Licensor and the Licensee, ensuring a clear understanding of the software's use and modifications. Unlike generic software agreements, this form is tailored to specify custom development requirements, licensing terms, and cooperation obligations between the parties involved.
Main sections of this form
- Parties Involved: Identifies the Licensor and Licensee, including their business addresses.
- Software Description: Details the management information system being licensed and any custom modifications.
- Development and License Terms: Outlines the scope of development and the specific licensing rights granted to the Licensee.
- Confidentiality Obligations: Establishes mutual responsibilities for maintaining the confidentiality of proprietary information.
- Warranties and Indemnities: Specifies the Licensorâs liability and responsibilities regarding defects and third-party claims.
- Termination Conditions: Indicates the circumstances under which the agreement can be terminated.
When to use this form
This form should be used when a business or contractor needs a formal agreement for the development and licensing of custom software. Examples include situations where a company requires specific software adjustments to meet its operations, or when contracting a developer to create a tailored software solution. It is also applicable when clear terms regarding software use, confidentiality, and proprietary rights are necessary to protect both parties' interests.
Who can use this document
- Businesses requiring custom software solutions that are tailored to their operational needs.
- Individual contractors or software developers engaged in providing software development services.
- Companies looking to establish clear licensing terms for software that incorporates proprietary modifications.
- Organizations needing to delineate rights and obligations concerning confidentiality and usage of software systems.
How to prepare this document
- Identify the parties involved, and enter their respective business names and addresses.
- Provide a detailed description of the software to be developed and any specific modifications required.
- Clearly define the terms of the software development and license, including usage rights and restrictions.
- Specify the security and confidentiality measures each party must adhere to regarding proprietary information.
- Review and agree on the payment terms and any obligations concerning warranties or indemnities.
Notarization guidance
Notarization is generally not required for this form. However, certain states or situations might demand it. You can complete notarization online through US Legal Forms, powered by Notarize, using a verified video call available anytime.
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Make edits, fill in missing information, and update formatting in US Legal Forms—just like you would in MS Word.
Download a copy, print it, send it by email, or mail it via USPS—whatever works best for your next step.
Sign and collect signatures with our SignNow integration. Send to multiple recipients, set reminders, and more. Go Premium to unlock E-Sign.
If this form requires notarization, complete it online through a secure video call—no need to meet a notary in person or wait for an appointment.
We protect your documents and personal data by following strict security and privacy standards.
Common mistakes
- Failing to clearly outline the scope of software modifications, leading to misunderstandings.
- Neglecting to enter specific payment terms, which can result in disputes later.
- Overlooking confidentiality obligations, which could lead to unauthorized disclosures.
- Not addressing termination conditions, which can complicate contract exit strategies.
Why complete this form online
- Convenient downloads: Access and complete the agreement at any time without the need for physical visits.
- Editability: Customize the template to suit the particular requirements of your software development project.
- Legal assurance: Forms are drafted by licensed attorneys, providing peace of mind regarding legal compliance.
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FAQ
An end-user license agreement (EULA, /02c8ju02d0l0259/) is a legal contract entered into between a software developer or vendor and the user of the software, often where the software has been purchased by the user from an intermediary such as a retailer.
Perhaps the key difference between a EULA and a software license agreement is that a EULA is often meant for scenarios where many users could be using the software on a continuous basis and a software license agreement is more often used for business-to-business, often times for finite engagements.
As a general rule, companies do not own the software that they license. The corollary is that they then do not, unless expressly agreed, possess the right to transfer or assign the licensed software they use to a new entity when later involved in a merger, acquisition or internal corporate restructuring.
A software license is a contract between the entity that created and supplied an application, underlying source code, or related product and its end user.
Software licenses can generally be fit into the following categories: proprietary licenses, free software license, open source licenses. The features that distinguish them are significant in terms of the effect they have on the end-user's rights.
User agreements like EULAs are legally binding contracts between the software author and the end-user. End User License Agreements are enforceable as long as it is clear that it is a contract and both parties can understand the terms.
A software license agreement typically has broad-form confidentiality provisions that also provide that certain items fall into the bucket of one or the other party (e.g., the software for a licensor, certain data for a licensee, etc.).
A software license agreement gives a licensee a non-exclusive, non-transferable right to use software. A software license agreement defines how that software can be used and what happens in the event of breach.
In general, it is the most restrictive type of licensing agreement wherein the original code was written by the programmers are not available to the users. Thus they can use the software but they cannot modify it or redistribute it.
