Software Trial License Agreement

TRIAL LICENSING AGREEMENT

This Licensing Agreement (the "Agreement") is entered into this Current Day day of Current Month, Current Year by and between Company Name, a State company (hereafter "Licensee"), and Company Name, (hereafter "Licensor").

The Licensee desires to conduct a technical trial (hereafter referred to as the "Trial") for determining the utility and feasibility of utilizing the Software under a limited license from the Licensor and includes the following products:

Insert description of software and/or services. Licensor desires to allow Licensee a reasonable period of time to make the above determinations under the following terms and conditions. In consideration of the mutual covenants set forth in this Agreement, Licensor and Licensee hereby agree as follows. The accompanying computer programs, related services, support, data compilation(s), and documentation are referred to herein as the "Software.

The term of the license granted herein shall be limited to Insert number of days of trial license period days from the date on this agreement unless expended or terminated by written notice by Licensee for convenience or terminated by either party for material breach. Immediately upon termination of this license for any reason, Licensee shall return to Company Name all copies of the Software and documentation.

Trial License Grant

License Grant (Single, Standalone CPU). Licensee is granted non-exclusive rights to install and use the Software on a single computer or workstation only; however, if the software is permanently installed on the hard disk or other storage device of a computer (other than a network server), and one person uses that computer more than 80% of the time, then that person may also use the Software on a portable or home computer. Licensee may not install the Software on a network or transmit the Software electronically from one computer to another or over a network.

Licensee may copy the Software for archival purposes, provided that any copy must contain the original Software's proprietary notices in unaltered form. Web site scripts may be installed on one or more servers to provide back-end tracking.

Trial License Restrictions

Licensee may not: (i) permit others to use the Software; (ii) modify or translate the Software; (iii) reverse engineer, decompile, or disassemble the Software, except to the extent this restriction is expressly prohibited by applicable law; (iv) resell the Software outside of Licensor's affiliate program; (v) copy the Software, except as expressly provided above; or (vi) remove or obscure any proprietary rights notices or labels on the Software.

Transfers

Licensee may not transfer the Software or any rights under this Agreement without the prior written consent of Company Name, which consent shall not be unreasonably withheld. A condition to any transfer or assignment shall be that the recipient agrees to the terms of this Agreement. Any attempted transfer or assignment in violation of this provision shall be null and void.

Ownership

Company Name and its suppliers own the Software and all intellectual property rights embodied therein, including copyrights and valuable trade secrets embodied in the Software's design and coding methodology. The Software is protected by United States copyright laws and international treaty provisions. This Agreement provides Licensee only a limited use license, and no ownership of any intellectual property.

EULAs (End User License Agreement Restrictions)

In addition to the terms of this agreement, Licensee agrees to also be bound by any individual or collective EULAs contained in the Software Products used during this Trial, including but not limited to, Licensing and Usage Restrictions, Export Compliance, Copyright Notices and all other EULA requirements.

LIMITED WARRANTY STATEMENT; LIMITATION OF LIABILITY

Company Name warrants only to Licensee that the Software shall perform substantially in accordance with accompanying documentation under normal use for a period of thirty (30) days from the date on this agreement. The entire and exclusive liability and remedy for breach of this Limited Trial Warranty shall be to replace the defective Software and/or documentation, provided the original Software and/or documentation is returned to Company Name. Company Name AND ITS SUPPLIERS AND RESELLERS SPECIFICALLY DISCLAIM THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SYSTEM INTEGRATION, AND DATA ACCURACY. THERE IS NO WARRANTY OR GUARANTEE THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, OR VIRUS-FREE, OR THAT THE SOFTWARE WILL MEET ANY PARTICULAR CRITERIA OF PERFORMANCE, QUALITY, ACCURACY, PURPOSE, OR NEED, EXCEPT AS EXPRESSLY PROVIDED IN THE LIMITED WARRANTY.

THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. NO USE OF THE SOFTWARE IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER. No action for the above Limited Warranty may be commenced after one (1) year following the expiration date of the warranty. To the extent that this Warranty Statement is inconsistent with the jurisdiction where Licensee uses the Software, the Warranty Statement shall be deemed to be modified consistent with such local law.

Under such local law, certain limitations may not apply, and Licensee may have additional rights which vary from jurisdiction to jurisdiction. For example, some states in the United States and some jurisdictions outside the United States may: (i) preclude the disclaimers and limitations of this Warranty Statement from limiting the rights of a consumer; (ii) otherwise restrict the ability of a manufacturer to make such disclaimers or to impose such limitations; or (iii) grant the consumer additional legal rights, specify the duration of implied warranties which the manufacturer cannot disclaim, or prohibit limitations on how long an implied warranty lasts. INDEPENDENT OF THE FOREGOING PROVISIONS, IN NO EVENT AND UNDER NO LEGAL THEORY, INCLUDING WITHOUT LIMITATION, TORT, CONTRACT, OR STRICT PRODUCTS LIABILITY, SHALL Company Name OR ANY OF ITS SUPPLIERS BE LIABLE TO LICENSEE OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER MALFUNCTION, OR ANY OTHER KIND OF COMMERCIAL DAMAGE, EVEN IF Company Name HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THIS LIMITATION SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. IN NO EVENT SHALL Company Name'S LIABILITY FOR ACTUAL DAMAGES FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION, EXCEED THE AMOUNT OF THE PURCHASE PRICE PAID FOR THE SOFTWARE LICENSE.

EXPORT CONTROLS

Licensee agrees to comply with all export laws and restrictions and regulations of the United States or foreign agencies or authorities, and not to export or re-export the Software or any direct product thereof in violation of any such restrictions, laws or regulations, or without all necessary approvals. As applicable, each party shall obtain and bear all expenses relating to any necessary licenses and/or exemptions with respect to its own export of the Software from the U.S. Neither the Software nor the underlying information or technology may be electronically transmitted or otherwise exported or re-exported (i) into Cuba, Iran, Iraq, Libya, North Korea, Sudan, Syria or any other country subject to U.S. trade sanctions covering the Software; to individuals or entities controlled by such countries; or to nationals or residents of such countries other than nationals who are lawfully admitted permanent residents of countries not subject to such sanctions; or (ii) to anyone on the U. Treasury Department's list of Specially Designated Nationals and Blocked Persons or the U.S. Commerce Department's Table of Denial Orders.

By downloading or using the Software, Licensee agrees to the foregoing and represents and warrants that it complies with these conditions.

LICENSEE OUTSIDE THE U

If Licensee is located outside the U.S., then the following provisions shall apply: (i) Insert the foreign language translation of the next sentence for the country or countries you will be selling to, such as French, German, Italian, etc. The parties confirm that this Agreement and all related documentation is and will be in the English language. And (ii) Licensee is responsible for complying with any local laws in Licensee's jurisdiction which might impact its right to import, export or use the Software, and Licensee represents that it has complied with any regulations or registration procedures required by applicable law to make this license enforceable.

This Agreement constitutes the entire understanding of the parties with respect to the subject matter of this Agreement and merges all prior communications, representations, and agreements. This Agreement may be modified only by a written agreement signed by the parties. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. This Agreement shall be construed under the laws of the State of State, Country, excluding rules regarding conflicts of law.

The application the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. This license is written in English and English is its controlling language.

GOVERNMENT END USERS

The Software and documentation are provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the United States Government is subject to restrictions as set forth in subparagraph (c)(1) and (2) of the Commercial Computer Software-Restricted Rights at 48 CFR 52.227-19, as applicable. Manufacturer is Company Name, Address, City, State Postal Code.

Confidentiality

In the course of the Trial, Licensee recognizes that it may come in contact with or become familiar with information which the Licensor may consider confidential. This information may include, but not limited to, information pertaining to product features, design methods, pricing information, or work methods of the Licensor, as well as information provided by clients of the Licensor for inclusion in Products or Software to be developed for or licensed to other clients, which may be of value to competitors of the Licensor or its clients. Licensee agrees to keep all such information confidential and not to discuss any of it with anyone other than appropriate Licensee personnel or their delegates.

The parties agree that in the event of a breach of this Agreement, damages may be difficult to ascertain or prove. The parties therefore agree that if Licensee breaches this Agreement, Licensor shall be entitled to seek relief from a court of competent jurisdiction, including injunctive relief, and shall be entitled to an award of liquidated damages.

Term of Agreement

This Agreement shall begin on Start Date and shall terminate on End Date, unless terminated for any reason by either party upon thirty (30) days prior written notice.

Communication

Any notice or communication permitted or required by this Agreement shall be deemed effective when personally delivered or deposited, postage prepaid, by first-class regular mail, addressed to the other party's last known address.

Entire Agreement

This Agreement constitutes the entire Agreement of the parties with regard to the subject matter hereof, and replaces and supersedes all other agreements or understanding, whether written or oral. No amendment, extension, or change of the Agreement shall be binding unless it is in writing and signed by all of the parties hereto.

Binding Effect

This Agreement shall be binding upon and shall inure to the benefit of Licensor and to the Licensor's successors and assigns. Nothing in this Agreement shall be construed to permit the assignment by Licensee of any of its rights or obligations hereunder to any third party without the Licensor's prior written consent.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of State. Exclusive jurisdiction and venue shall be in the County County, State Superior Court. The prevailing party shall be entitled to recover its reasonable attorney fees and statutory costs. To any portion of this Agreement declared unenforceable, that portion shall be construed to give it the maximum effect possible, and the remainder of this Agreement shall continue in full force and effect.

Both parties represent and warrant that, on the date first written above, they are authorized to enter into this Agreement in entirety and duly bind their respective principals by their signatures below: