Legal Contract End User
License Agreement (EULA)

This End User License Agreement ("EULA") is a legal agreement between [Your Company Name], with its principal place of business at [Your Company Address] ("Licensor"), and the individual or entity who is acquiring the license to use the [Software Name] software and related documentation ("Licensee").

WHEREAS, Licensor is engaged in the development and distribution of [Software Type] known as [Software Name], including all related documentation, updates, and upgrades that may be provided by Licensor;

WHEREAS, Licensee desires to obtain, and Licensor agrees to grant, a license to use the [Software Name] software subject to the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this EULA, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

I. Grant of License

A. Licensor hereby grants to Licensee a non-exclusive, non-transferable, revocable license to use the [Software Name] software ("Software") on a single computer or device, solely for Licensee's personal or business purposes, subject to the terms and conditions of this EULA.

B. This license permits the installation of the Software on one computer or device only. If Licensee wishes to use the Software on more than one computer or device, Licensee must obtain a separate license for each installation or use the Software in a networked environment, provided Licensee has obtained a license that specifically permits such use.

C. Licensee is granted the right to make one copy of the Software for backup or archival purposes only, provided that such copy contains all of the original Software's proprietary notices.

II. License Limitations

A. Licensee shall not modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Software.

B. Licensee shall not reverse engineer, disassemble, decompile, decode, or attempt to derive or gain access to the source code of the Software, in whole or in part.

C. Licensee shall not rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Software, or any features or functionality of the Software, to any third party for any reason, including by making the Software available on a network where it is capable of being accessed by more than one device at any time.

D. Licensee shall not remove, delete, efface, alter, obscure, translate, combine, supplement, or otherwise change any trademarks, terms of the licensing, warranties, or disclaimers, proprietary rights, or other symbols, notices, marks, or serial numbers on or relating to any copy of the Software or Documentation.

III. Ownership and Intellectual Property

A. Licensor and its licensors retain ownership of the Software and Documentation and all copies thereof, which are protected by copyright and other intellectual property laws and treaties. The Software is licensed, not sold.

B. This EULA grants no ownership rights to Licensee. The Licensor retains all right, title, and interest in and to the Software and Documentation, including all related intellectual property rights.

C. Licensee acknowledges that the Software and Documentation are provided under license, and not sold, to Licensee. Licensee does not acquire any ownership interest in the Software and Documentation under this EULA, or any other rights thereto other than to use them in accordance with the license granted under this EULA, subject to all terms, conditions, and restrictions.

IV. Installation and Use

A. Licensee is responsible for properly installing the Software on a compatible computer or device, following the instructions provided by Licensor. Licensee may seek assistance from Licensor's customer support for installation queries, subject to Licensor's standard support policies.

B. Licensee agrees to use the Software only in accordance with the Documentation and applicable laws. Any use of the Software outside the scope defined by this EULA and the Documentation is strictly prohibited and may result in the termination of this EULA.

V. Updates and Upgrades

A. Licensor may, from time to time, at its sole discretion, provide updates or upgrades to the Software. Such updates and upgrades may be provided free of charge or may require an additional fee, at Licensor's discretion.

B. Licensee shall have the right to receive minor updates to the Software at no additional charge. Major upgrades, as determined by Licensor, may be made available to Licensee under separate terms or may require the payment of an additional fee.

C. The acceptance of any updates or upgrades by Licensee may be subject to Licensee's agreement to a new EULA or additional terms and conditions, which shall supersede this EULA to the extent of any inconsistencies.

VI. Fees

A. Licensee agrees to pay the Licensor a one-time license fee of $[specify amount] for the right to use the Software under the terms of this EULA. Payment of the license fee grants Licensee the right to use the Software as described herein, without the need for further payments for the duration of this EULA.

B. Any applicable taxes or charges imposed by government entities related to Licensee's purchase or use of the Software shall be borne by Licensee, in addition to the license fee.

C. In the event Licensor provides Licensee with optional updates or upgrades for an additional fee, Licensee's decision to purchase such updates or upgrades shall be voluntary, and the terms of this EULA shall apply to such updates or upgrades, unless otherwise specified by Licensor.

VII. Term and Termination

A. This EULA is effective from the date Licensee installs or otherwise uses the Software and shall remain in force until terminated. Licensee may terminate this EULA at any time by ceasing all use of the Software and deleting all copies of the Software in their possession.

B. Licensor may terminate this EULA immediately upon notice to Licensee if Licensee breaches any provision of this EULA, fails to comply with any terms or conditions of this EULA, or engages in any illegal activities related to the use of the Software. Upon termination, Licensee must cease all use of the Software and destroy all copies of the Software.

C. The provisions of this EULA that by their nature should survive termination shall remain in effect after termination, including, but not limited to, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

VIII. Warranties and Disclaimers

A. Licensor warrants that it has the right to grant this license to Licensee and that the Software will perform substantially in accordance with the Documentation for a period of 90 days from the date of Licensee's installation of the Software.

B. EXCEPT FOR THE LIMITED WARRANTY SET FORTH ABOVE, THE SOFTWARE IS PROVIDED "AS IS," AND LICENSOR DISCLAIMS ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL MEET LICENSEE’S REQUIREMENTS OR THAT OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE.

C. Some jurisdictions do not allow limitations on how long an implied warranty lasts, so the above limitation may not apply to Licensee. This warranty gives Licensee specific legal rights, and Licensee may also have other rights which vary from jurisdiction to jurisdiction.

IX. Indemnification

A. Licensee agrees to indemnify, defend, and hold harmless Licensor, its affiliates, officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to Licensee's use of the Software, Licensee’s breach of this EULA, or Licensee’s violation of any rights of a third party.

B. Licensor agrees to indemnify, defend, and hold harmless Licensee from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to a breach of Licensor’s warranties as set forth in Section VIII.

C. The indemnifying party's obligations are conditioned upon the indemnified party: (i) promptly giving written notice of the claim to the indemnifying party; (ii) giving the indemnifying party sole control of the defense and settlement of the claim (provided that the indemnifying party may not settle any claim unless it unconditionally releases the indemnified party of all liability); and (iii) providing to the indemnifying party all reasonable assistance, at the indemnifying party's expense.

X. Export Control

A. Licensee agrees to comply with all applicable laws and regulations of the United States and any other country ("Export Laws") concerning the export, re-export, or transfer of the Software, or any component thereof, including, without limitation, all technical data related to the Software. Licensee shall not, directly or indirectly, export, re-export, or release the Software to, or make the Software accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by Export Laws.

B. Licensee is responsible for obtaining any required licenses or authorizations to export, re-export, or import the Software under the Export Laws. Failure to comply with Export Laws shall constitute a material breach of this EULA, resulting in the immediate termination of this Agreement without notice.

XI. Governing Law and Jurisdiction

A. This EULA and any disputes arising out of or related to it will be governed by and construed in accordance with the laws of the State of [Specify State], without giving effect to any choice or conflict of law provision or rule.

B. Any legal suit, action, or proceeding arising out of or related to this EULA or the licenses granted hereunder shall be instituted exclusively in the federal courts of the United States or the courts of the State of [Specify State] in each case located in the city of [Specify City] and County of [Specify County]. Each party consents to the jurisdiction of such courts and waives any objection to the laying of venue of any such suit, action, or proceeding in such courts.

XII. Amendments and Waivers

A. No amendment to or modification of this EULA is effective unless it is in writing and signed by an authorized representative of each party.

B. The failure of either party to enforce any right or provision of this EULA will not be deemed a waiver of such right or provision unless acknowledged and agreed to by the party in writing. A waiver by either party of any of the covenants, conditions, or agreements to be performed by the other party or any breach thereof shall not be construed to be a waiver of any succeeding breach thereof or of any other covenant, condition, or agreement hereof contained.

C. Any waiver or modification effected in accordance with this section shall be binding upon the parties and their respective successors and assigns.

XIII. Severability

If any provision of this EULA is held to be invalid, illegal, or unenforceable for any reason, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the provision shall be severed from this EULA, and the remaining provisions of this EULA shall remain in full force and effect as if such invalid, illegal, or unenforceable provision had never been included herein.

XIV. Entire Agreement

A. This EULA, including and together with any related exhibits, appendices, and addenda, constitutes the sole and entire agreement of the parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.

B. In the event of any inconsistency between the statements made in the body of this EULA, the related exhibits, appendices, and addenda, the statements made in the body of this EULA shall prevail.

Signatures

By accepting this EULA, you agree to be bound by the terms of this EULA. If you are entering into this EULA on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these terms and conditions, in which case the terms "Licensee" shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with these terms and conditions, you must not accept this EULA and may not use the Software.

Licensor

[Signature]

[Your Name]

[Title]

[Date]

Licensee

[Signature]

[Name]

[Title]

[Date]

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