Source Code License Agreement Interface Template

• Licensor and Licensee may be referred to individually as a "Party" and collectively as the "Parties."

1. Definitions

• 1.1 Source Code: Means the human-readable programming instructions, source files, system documentation, database schemas, and developer notes described in detail in Exhibit A attached hereto.
• 1.2 Software: Means the Source Code, compiled executable binaries, object code, API documentations, maintenance updates, and patches provided by Licensor under this Agreement.
• 1.3 Derivative Works: Means any modifications, enhancements, feature additions, bug fixes, translations, or adapted works derived from or based upon the original Source Code.

2. Grant of License

• 2.1 License Grant: Subject to the terms and conditions of this Agreement, Licensor grants Licensee a [Select One: Non-Exclusive / Exclusive], non-transferable license to access, view, and use the Source Code solely for the permitted purpose of [e.g., Internal Application Integration, Customizing Platform Features for Enterprise Operations].
• 2.2 Scope of Rights: Licensee is authorized to perform the following actions with the Source Code: Compile, build, and execute the Source Code internally. Modify and create Derivative Works strictly for authorized internal business use. Deploy compiled executable versions to internal production servers for internal operations.
• 2.3 Sublicensing Restrictions: Sublicensing is [Select One: Not Allowed / Allowed solely to authorized affiliates and third-party contractors under written non-disclosure and restricted-use agreements]
• 2.4 Territory: The license granted herein is valid [Select One: Worldwide / Restricted to the following geographic territories: [Insert Regions/Countries]].
• 2.5 License Term: The term of this license shall be [Select One: [Number] Years from the Effective Date / Perpetual, unless terminated in accordance with Section 12].

3. Restrictions

• 3.1 No Redistribution: Licensee shall not sell, sublicense, lease, assign, publish, distribute, disclose, or otherwise transfer the Source Code or Software to any third party without explicit written consent from Licensor.

• 3.2 No Reverse Engineering: Licensee shall not attempt to reverse engineer, decompile, or disassemble any compiled binary or software components provided by Licensor outside of the provided human-readable Source Code.
• 3.3 Preservation of Notices: Licensee agrees not to remove, obscure, or alter any copyright notices, trademark disclosures, or proprietary rights legends embedded within the Source Code files.
• 3.4 Regulatory & Legal Compliance: Licensee shall strictly comply with all applicable local, national, and international laws, export regulations, and third-party license obligations associated with embedded open-source libraries.

4. Delivery and Access

• 4.1 Delivery Method: Licensor shall deliver the Source Code to Licensee within [Number] business days of the Effective Date via:[Select Method: Secure Git Repository Access / Encrypted Digital Download Link / Secure SFTP Server Transfer]
• 4.2 Access & Security Controls: Access to the Source Code shall be restricted exclusively to designated, authorized technical personnel of Licensee. Licensee agrees to enforce strict role-based security controls and encryption protocols to prevent unauthorized leakage.
• 4.3 Maintenance & Updates: System updates and bug fixes are [Select One: Included for 12 months / Excluded / Available upon payment of an additional maintenance fee as specified in Section 8]

5. Fees and Payment Terms

• 5.1 License Fee Structure: As consideration for the rights granted under this Agreement, Licensee shall pay Licensor according to the following schedule: Fixed License Fee:$[Amount] USD[Select One: One-time payment / Paid monthly in the amount of $[Amount] USD]. Royalty Fee (If applicable):[Percentage]% of net revenue generated from product deployment.
• 5.2 Payment Terms: All invoices issued by Licensor are due and payable within [e.g., 30 Days] from the date of receipt via wire transfer or electronic funds transfer to Licensor's designated bank account.

6. Ownership and Improvements

• 6.1 Licensor Ownership: Licensor retains all sole right, title, and intellectual property ownership in and to the original Source Code, Software, and underlying patents, trademarks, and copyrights.
• 6.2 Ownership of Derivative Works:(Select One Option Below) Option A (Licensee Owns): Licensee shall own all rights to Derivative Works created by Licensee, but hereby grants Licensor a non-exclusive, royalty-free license to use such improvements. Option B (Licensor Owns): Licensor shall own all rights, title, and interest in and to any Derivative Works created by Licensee based on the Source Code. Option C (Shared Ownership): Ownership of Derivative Works shall be jointly held according to specific terms outlined in Exhibit C.
• 6.3 Product Feedback: Any feedback, suggestions, or recommended modifications provided by Licensee may be implemented by Licensor without royalty obligations or compensation to Licensee.

7. Confidentiality

• 7.1 Confidential Information: The Source Code constitutes high-value, proprietary trade secrets of Licensor. Licensee agrees to hold the Source Code in strict confidence using at least the same degree of care it uses for its own most sensitive technical data.
• 7.2 Permitted Disclosures: Licensee may disclose Source Code only to its direct employees, officers, and vetted contractors who have a direct "need-to-know" for the permitted purpose and who are bound by legally enforceable written confidentiality agreements.

8. Support and Maintenance

• 8.1 Technical Support Services: Technical support is [Select One: Included for a period of [Months/Years] / Not Included / Available as detailed in Exhibit B].
• 8.2 SLA Response Targets: When support is included, Licensor will respond to reported issues based on severity level: Critical (P1): Response within [e.g., 2 Hours]. High (P2): Response within [e.g., 8 Hours].Medium/Low (P3/P4): Response within [e.g., 24-48 Hours].
• 8.3 Maintenance Fees: Ongoing technical support and maintenance beyond the initial term shall cost $[Amount] USD per [Month/Year].

9. Warranties and Disclaimers

• 9.1 Legal Authority: Licensor represents and warrants that it has the full corporate power, authority, and legal right to grant the license set forth in this Agreement.
• 9.2 Warranty Disclaimer: EXCEPT AS EXPRESSLY STATED HEREIN, THE SOURCE CODE AND SOFTWARE ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

10. IP Indemnification

• 10.1 IP Indemnity Obligations: Licensor agrees to [Select One: Defend and indemnify Licensee against direct third-party claims that the unmodified Source Code infringes a registered patent or copyright / Provide no intellectual property indemnity]
• 10.2 Indemnification Conditions: Indemnification is contingent upon Licensee: (a) providing prompt written notice of any claim; (b) granting Licensor sole control over the legal defense and settlement; and (c) extending reasonable technical assistance.

11. Limitation of Liability

• 11.1 Consequential Damages Waiver: TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNATIVE DAMAGES (INCLUDING LOSS OF PROFITS OR DATA) ARISING OUT OF THIS AGREEMENT.
• 11.2 Liability Cap: Total cumulative monetary liability of either Party under this Agreement shall not exceed [Select One: $[Amount] USD / The total amount of fees paid by Licensee to Licensor in the [6 or 12] months preceding the claim].

12. Termination

• 12.1 Termination for Material Breach: Either Party may terminate this Agreement immediately upon written notice if the other Party commits a material breach and fails to cure such breach within [e.g., 30 Days] after receiving written notification.
• 12.2 Effect of Termination: Upon termination or expiration of this Agreement, Licensee must immediately cease all use of the Source Code, destroy or return all copies in its possession, and provide a signed executive compliance certificate verifying complete [Return / Destruction].

• 12.3 Transition Services: Upon termination, transition assistance shall be [Select One: Not provided / Provided for up to [Number] days at an hourly consulting rate of $[Amount] USD].

13. Miscellaneous Provisions

• 13.1 Governing Law & Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of the [State/Country, e.g., State of Delaware, United States], without giving effect to conflict of law principles.
• 13.2 Formal Notices: All legal notices, requests, or demands shall be sent in writing to the addresses specified on the first page of this Agreement via certified mail or trackable overnight courier.
• 13.3 Entire Agreement: This Agreement, alongside attached Exhibits (A, B, and C), constitutes the entire understanding between the Parties concerning the Source Code license and supersedes all prior verbal or written understandings.
• 13.4 Written Amendments: Amendments or modifications to this Agreement shall only be binding if executed in writing and signed by authorized signatories of both Parties.
• 13.5 Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
• 13.6 Electronic Signatures: This Agreement may be executed electronically in counterparts, each of which shall be deemed an original legal document.

Execution & Signatures