Site License for [Product name] ([Product URL]) to companies and academic institutions.

This License is agreed the [date] day of [date] 2003 between:

[Author contact information]

and

[full contractual name] of [full street address, including country and postcode] (the Licensee)

WHEREAS the Author holds the rights granted under this License AND WHEREAS the Licensee desires to use the rights and the Author desires to grant to the Licensee the License to use the rights for the Fee.

IT IS AGREED AS FOLLOWS

1. Key Definitions
In the License, the following terms shall have the following meanings:

1.1 Authorised Users
Current members of the staff of the Licensee (whether on a permanent, temporary, contract or visiting basis) and individuals who are currently studying at the Licensees institution, who are permitted to access the Network from within the premises of the Licensee and the Secure Network from such other places where Authorised Users work, including without limitation homes of Authorised Users, and who have been issued by the Licensee with a password or other authentication for use of the Secure Network.

1.2 Commercial Use
Use for the purposes of monetary reward (whether by or for the Licensee or an Authorised User) by means of the sale, resale, loan, transfer, hire or other form of exploitation of the Licensed Materials.

1.3 Fee
The fee set out in Schedule 1.

1.4 Licensees Premises

The physical premises of the Licensee at any company location in radius of 100 miles (Limited Site License), or worldwide (Unlimited Site License).

1.5 Licensed Material
The electronic material listed in Schedule 1, site registration key to which is delivered within 3 to 12 hours since the order placement via e-mail. The output of the Licensed Material is fully licensed for unlimited usage by Authorised Users.

1.6 Network
A network (whether a standalone network or a virtual network within the Internet) which is accessible only to Authorised Users, whose identity is authenticated by the Licensee at the time of login or access and periodically thereafter consistent with current best practice, and whose conduct is subject to regulation by the Licensee.

1.7 Secure Network
A Network as described in 1.6, accessible from outside the Licensees Premises via an authentication procedure operated by the Licensee in order to give its Authorised Users remote access.

2. Agreement

2.1 The Author agrees to grant the Licensee the non-exclusive and non-transferable right to give Authorised and Walk-in Users access to the Licensed Material from the Site and to give Authorised Users remote access via a Secure Network, subject to the terms and conditions of this License, and the Licensee agrees to pay the Fee to the Author.

2.2 This License shall commence on [date] and shall remain in effect the parties agree to terminate it.

3. Permitted Uses 3.1 The LICENSEE may, subject to Clause 4 below:

3.1.1 Allow Authorised Users to have access to the Licensed Material on site, or remotely via the Secure Network.

3.1.2 Download, install, and utilize the Licensed Material without any limitations within the Licensee premises.

3.2 AUTHORISED USERS may, subject to Clause 4 below:

3.2.1 Download, install, and utilize the Licensed Material without any limitations within the Licensee premises.

4. Prohibited Uses

4.1 Neither the Licensee nor Authorised Users may sublicense, rent or lease the Licensed Material or any portion of it to other people not eligible to become Authorised users as stated in 1.1.

4.2 Neither the Licensee nor Authorised Users may decompile, disassemble, deflash, deSWF, reverse engineer or modify the sources of Licensed Material or any portion of it.

4.3 The Authors explicit written permission must be obtained in order to:

4.3.1 Use the whole or any part of the Licensed Material for any Commercial Use.

4.3.2 Systematically distribute the whole or part of the Licensed Material to anyone other than Authorised Users.

5. Warranties and Undertakings

5.1 The Author warrants to the Licensee that, to the best of its belief, it is the owner of the copyright in the Licensed Material or that it is duly licensed to use the copyright material contained in the Licensed Material and that the Licensed Material used as contemplated in this License does not infringe any copyright or other proprietary or intellectual property rights of any natural or legal person.

5.2 The Author shall:

5.2.1 E-mail the registration information to the Licensee for the Licensed Material in timeline, specified in 1.5.

5.2.2 The Author shall notify the Licensee at least ten (10) days in advance of any substantial anticipated change applicable to the Licensed Material.

5.2.3 Use all reasonable endeavours to provide quality and sufficient maintenance, technical and information support of the Licensed Material.

5.3 The Licensee shall:

5.3.1 Use all reasonable endeavours to ensure that all Authorised Users are appropriately notified of the importance of respecting the intellectual property rights in the Licensed Material, and of the sanctions which the Licensee imposes for failing to do so.

5.3.2 Use all reasonable endeavours to ensure that Authorised Users are made aware of and agree to abide by the terms and conditions of this License; use all reasonable endeavours to monitor compliance and immediately on becoming aware of any unauthorised use or other breach, inform the Author and take all reasonable steps, including appropriate disciplinary action, both to ensure that such activity ceases and to prevent any recurrence.

5.3.3 Issue passwords or other access information only to Authorised Users and use all reasonable endeavours to ensure that Authorised Users do not divulge their passwords or other access information to any third party.

5.3.4 Use all reasonable endeavours to ensure that only Authorised Users are permitted access to the Licensed Material.

5.4 Nothing in this License shall make the Licensee liable for breach of the terms of the License by any Authorised User provided that the Licensee did not cause, knowingly assist or condone the continuation of such breach after becoming aware of an actual breach having occurred.

5.5 The Licensee shall, in consideration for the rights granted under this License, pay the specified Fee to the Author.

5.6 Each party shall use its best endeavours to safeguard the intellectual property, confidential information and proprietary rights of the other party.

6. Termination

6.1 In addition to the termination under Clause 2, this License is terminated if either party gives written notice to the other in the following circum stances:

6.1.1 The Licensee defaults in making payment of the Fee.

6.1.2 Either party commits a material or persistent breach of any term of this License and fails to remedy the breach (if capable of remedy) within thirty (30) days of notification in writing by the other party.

6.1.3 Either party becomes insolvent or becomes subject to receivership, liquidation or similar external administration.

6.2 On termination all rights and obligations of the parties automatically terminate except for:

6.2.1 Those specified in Clauses 5.1 and 5.8 above.

6.2.2 All obligations in respect of downloaded and saved Licensed Material of which use continues to be permitted after termination.

6.3 On termination of this License due to breach of any term thereof by the Licensee, the Licensee shall immediately cease to distribute or make available the Licensed Material to Authorised Users.

7. General

7.1 If rights in all or any part of the Licensed Material are assigned to another Author, the Author shall use its best endeavours to ensure that the terms and conditions of this License are maintained.

7.2 Alterations to this License are only valid if they are recorded in writing and electronically agreed upon by both: the Author and the Licensee.

7.3 Neither party shall be liable in any way for failure or delay in performing its obligations under this License if the failure or delay is due to causes outside the reasonable control of the party in default.

Related: Educational limited site license

[Other licenses]