Software License Agreement

Software License Agreement

〔Licensorの名称〕 (the Licensor) and 〔Licenseeの名称〕 (the Licensee) agree as of 〔契約締結日〕 as follows.

Article 1. License Grant and Restrictions

1.1 From the license start date through the license end date in the Schedule, Licensor grants Licensee a non-exclusive, non-transferable license to install and use the specified version of 〔ソフトウェア名〕 on no more than the scheduled number of Licensee-controlled devices, by no more than the scheduled number of named users, in the scheduled territory, solely for Licensee's internal business.

1.2 Licensee may make a reasonable number of backup copies with ownership notices intact.

1.3 Licensee shall not distribute, sublicense, provide hosted access to third parties, exceed those limits, or remove ownership notices, except where a restriction cannot lawfully be enforced.

1.4 This Agreement does not license a SaaS service or customer-facing hosting.

Article 2. Delivery, Maintenance and Audit

2.1 By the delivery date in the Schedule, Licensor shall deliver the specified version, installation materials, license keys needed for the licensed use, and user documentation electronically to Licensee's notice email address.

2.2 During the license term, Licensor shall provide generally released corrections for that version and respond to support requests sent to its notice email address within two business days; a response does not guarantee resolution within that period. No new major version, custom development, or hosting is included.

2.3 Licensee shall keep records of named users and installed devices.

2.4 No more than once in any 12-month period, Licensor may, on 10 business days' written notice, review only records reasonably necessary to verify licensed use, during business hours and subject to Article 5, without unnecessary operational disruption. Licensee shall pay only substantiated fees for previously agreed licenses within 30 days after receiving the audit findings; unlicensed excess use requires a separately agreed extension price or cessation and any legally recoverable loss, not a unilaterally imposed new tariff; an audit does not expand the license.

Article 3. Ownership, Warranty and Third-Party Claims

3.1 Licensor retains ownership of the software, documentation and its background technology; Licensee retains ownership and control of its data in its on-premise environment.

3.2 For 〔保証期間の日数〕 calendar days after delivery, Licensor warrants that the delivered software materially conforms to its delivered user documentation. Licensee must report a nonconformity within that period with enough detail to reproduce it.

3.3 Licensor shall correct it or provide a materially equivalent workaround within 30 days after the report. If it fails, Licensee may terminate by written notice and receive the refund specified in Article 6; this remedy does not exclude rights that cannot lawfully be waived.

3.4 Licensor shall defend Licensee against a third-party claim that the unmodified software as delivered infringes that party's intellectual property right, and pay a finally awarded judgment or settlement approved by Licensor, provided Licensee promptly notifies Licensor, permits Licensor to control the defense and settlement, and reasonably cooperates. Licensor may procure continued use, replace or modify the affected software without material loss of function, or, if neither is commercially reasonable, terminate the affected license by notice and provide the Article 6 refund. Licensor may not settle by admitting Licensee's fault or imposing non-monetary obligations on Licensee without its consent.

3.5 This claim obligation does not cover infringement caused by Licensee's unauthorized modifications or combination with items not supplied or specified by Licensor, to the extent the claim would not otherwise have arisen.

Article 4. Fees, Changes and Notices

4.1 The one-time license fee in the Schedule is invoiced on delivery and payable within 30 calendar days after Licensee receives the invoice. It includes the Article 2 corrections and support for the license term; no recurring support fee is due.

4.2 Licensee bears applicable transaction taxes other than taxes on Licensor's income, to the extent law permits.

4.3 An overdue undisputed amount bears interest at 1% per month or the highest lawful rate, whichever is lower, from its due date; Licensee may withhold a disputed amount if it promptly gives reasons and pays the undisputed balance.

4.4 Changes to scope, price, dates, permitted use or material security requirements require a written amendment signed by authorized representatives before they take effect.

4.5 A formal notice must be sent to the relevant Schedule address by tracked courier, effective on recorded delivery, or to the relevant Schedule email, effective only on a non-automated acknowledgment of receipt. A sender without such evidence must use the alternative method; mandatory legal notice requirements prevail.

Article 5. Confidentiality and Compliance

5.1 Each party shall use the other party's nonpublic information only to perform this Agreement, restrict access to personnel and approved subcontractors with a need to know who are bound by protective obligations, and apply reasonable safeguards. This duty excludes information demonstrably public without breach, already lawfully known, independently developed, or lawfully obtained without confidentiality duties.

5.2 Mandatory legal disclosures are permitted to the required extent after advance notice when lawful.

5.3 A party learning of unauthorized access to the other party's confidential information in its possession shall notify the other without undue delay and in any event within 24 hours after discovery, take reasonable containment steps, and cooperate in remediation.

5.4 Each party shall comply with laws applicable to its own performance; this clause does not replace any additional terms required for regulated data processing or export-controlled transactions.

Article 6. Term, Termination and Consequences

6.1 This Agreement takes effect on the effective date; the license runs only between the Schedule's license start and end dates and does not renew automatically.

6.2 Either party may terminate for a material breach not cured within 30 calendar days after receipt of written notice describing it.

6.3 If Licensor fails to deliver by the scheduled date, Licensee may give that notice and terminate if delivery is not completed within the cure period.

6.4 The parties may also terminate as stated in Article 3.

6.5 Upon expiry or termination, Licensee shall cease licensed use, except that for 15 calendar days it may operate its existing installation solely to retrieve its own data; this limited permission does not apply to an installation that cannot lawfully or safely be operated. Licensee controls export of data from its on-premise environment; Licensor shall provide existing documentation reasonably needed for that export. The parties shall enter positive day counts and cap amounts and ensure the license starts no earlier than delivery of a usable installation and keys, unless they expressly agree an advance reservation period.

6.6 Within 30 calendar days after the retrieval period ends, Licensee shall delete licensed copies and confirm deletion on request, except copies retained because law requires it or in inaccessible routine backups, which remain protected and may not be used; routine backups must be deleted no later than 90 calendar days after the retrieval period ends, and legally retained copies when their retention basis ends.

6.7 Each party shall return or securely delete the other's confidential materials within the same period, subject to equivalent retention exceptions.

6.8 If Licensee terminates for Licensor's uncured breach or Article 3 nonconformity, or Licensor terminates under Article 3 for an intellectual property claim, Licensor shall refund the license fee paid for the period after termination through the scheduled end date, calculated by calendar days; if termination precedes the license start date, it shall refund the full license fee paid.

6.9 Refunds are due within 30 calendar days after termination. No refund is due solely because the term expires or Licensor terminates for Licensee's breach.

6.10 Accrued amounts, ownership, confidentiality for three years after expiry or termination (and protection of trade secrets while they remain protected by applicable law), claim obligations for claims arising during the term, this Article's exit and refund duties, and Article 7 survive as applicable.

Article 7. Liability and Disputes

7.1 Each party is liable for direct losses caused by its breach. Neither party is liable for indirect or consequential loss or lost profits, except to the extent that exclusion is prohibited by applicable law.

7.2 Each party's aggregate liability arising out of this Agreement, including Article 3 claim obligations, is limited to the Schedule's liability cap amount; the cap and loss exclusion do not apply to fraud, willful misconduct, gross negligence, death or personal injury, or liability that cannot lawfully be limited.

7.3 Payment of agreed license fees and the express Article 6 refund obligations are not damages subject to the cap.

7.4 The parties shall first refer disputes to their designated business leads for 15 calendar days after written notice, without preventing urgent court relief or action needed to preserve a claim.

7.5 The Schedule's governing law governs this Agreement, excluding its conflict-of-laws rules, and its specified courts have exclusive jurisdiction, subject to mandatory law.

【Schedule of Commercial Terms】

Complete every variable with the requested fact before signature. This Schedule identifies the agreed version and limits; no external statement of work or annex changes this Agreement unless incorporated by a signed amendment identifying its date and version. Article 4 governs later changes.

Software and version：〔ソフトウェア名〕; 〔ソフトウェアのバージョン〕

Maximum named users：〔最大指名ユーザー数〕 individuals

Maximum installed devices：〔最大インストール端末数〕 Licensee-controlled devices

Licensed territory：〔ライセンス対象地域〕

Electronic delivery date：〔納品日〕

License start and end dates：〔ライセンス開始日〕 through 〔ライセンス終了日〕; no automatic renewal

One-time license fee：〔ライセンス料の金額と通貨〕

Included maintenance：Article 2 corrections and support during the license term; no additional fee

Warranty period after delivery：〔保証期間の日数〕 calendar days

Exit and data export：Licensee-controlled on-premise data; Article 6 applies

Aggregate liability cap：〔責任上限額と通貨〕

Governing law：〔準拠法〕

Exclusive courts：〔専属管轄裁判所〕

Licensor formal-notice email and courier address：〔Licensorの通知用メールアドレス〕; 〔Licensorの通知用住所〕

Licensee formal-notice email and courier address：〔Licenseeの通知用メールアドレス〕; 〔Licenseeの通知用住所〕

Date: 〔契約締結日〕

First party: 〔Licensorの名称〕 Signature: ____________________

Second party: 〔Licenseeの名称〕 Signature: ____________________