USA Software License and Development Agreement

Develop software and license it back to a client under the terms of this Software License and Development Agreement template for U.S. software developers.

• The developer (licensor) agrees to develop a software system for the client (licensee), and grants the licensee a non-transferable, non-exclusive perpetual license to use the system.
• Any affiliate of the licensee may license the system, at no additional cost, by agreeing in writing to be bound by the terms of the Agreement.
• The developer retains all rights to the system (including all proprietary intellectual property rights), and to all modifications and enhancements, but the licensee retains all rights to the name of the system.
• Any of the developer's personnel who will be performing services at the client's facility must provide all required information for security clearance and will be supervised by the client's personnel.
• The developer indemnifies the licensee against all liability and claims and agrees to pay all costs and damages arising from any claim of infringement with respect to the system.
• The developer indemnifies the licensee against all claims, damages and costs arising from any act of negligence, willful misconduct or dishonesty of an employee of the developer or its subcontractors.
• Both parties agree to keep confidential and not disclose any of the other party's confidential information.
• The developer will not be liable for any consequential damages. The developer's maximum liability will be limited to the total amount of fees paid by the licensee.
• Each calendar quarter during the term of the Agreement, the developer will place a complete up-to-date copy of the source code in escrow with a designated escrow agent. The licensee will have access to the source code in certain circumstances, for instance, if the developer ceases doing business or files for bankruptcy.

The USA Software License and Development Agreement template is available as a fully editable Microsoft Word form.