Sample Software License Agreement
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SAMPLE SOFTWARE LICENSE AGREEMENT
(Review Copy)
THIS AGREEMENT is entered into as of XXXX ("Effective Date") by and between
NIELSEN ENGINEERING & RESEARCH, INC. (NEAR), with offices at 605 Ellis Street,
Suite 200, Mountain View, California 94043-2241 ("LICENSOR") and COMPANY NAME
and ADDRESS ("LICENSEE").
WHEREAS, Licensee wishes to license software for the purpose of xxxxxxxxx and
NEAR desires to license this software to licensee.
NOW THEREFORE, the parties hereto agree as follows:
1. GRANT OF LICENSE
Subject to the terms and conditions of the Agreement, NEAR grants to Licensee a
non-exclusive, non-transferable license to use the software identified in Exhibit A (the "Licensed
Programs") for the purpose of xxxxxxxxxxxxxxxxxxxxxxxx. Licensee may use the Licensed
Programs in executable format for its own use, and may translate or modify the licensed
programs or incorporate them into other software. Licensee may not, however, transfer or
sublicense the Licensed Programs to any third party, in whole or in part, in any form, whether
modified or unmodified.
2. CONSIDERATION TO NEAR
a. Licensee shall pay, upon delivery of the Licensed Programs, the license fees set
forth in Exhibit A attached hereto.
b. License fees do not include any shipping, duties, bank fees, sales, use, excise or
similar taxes due. If Licensor is required to pay any such amounts, Licensee shall reimburse
Licensor in full.
3. COPIES
Licensee may make copies of the Licensed Program in executable code form as
necessary for use by Licensee and for backup or archive purposes. Licensee agrees to maintain
records of the location and use of each copy, in whole or in part, of the Licensed Programs. Each
Licensed Program is copyrighted but unpublished by NEAR. Licensee agrees to reproduce and
apply the copyright notice and proprietary notice of NEAR to all copies made hereunder, in
whole or in part and in any form, of Licensed Programs.
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