[Your Company Name]
[Your Company Address]
[City, State, Zip Code]
[Email Address]
[Phone Number]
[Website]

SOFTWARE PROPRIETARY LICENSE AGREEMENT

This Software Proprietary License Agreement (the "Agreement") is entered into by and between [Your Company Name], a legal entity, and the licensee, [Licensee Name], a legal entity.

1. LICENSE GRANT

1.1 License Scope. Subject to the terms and conditions of this Agreement, [Your Company Name] grants to [Licensee Name] a [non-exclusive/exclusive] license to use the software [Software Name] (the "Software").

1.2 Permitted Use. [Licensee Name] may use the Software for [specified purposes, e.g., internal business operations].

1.3 Source Code. This license does not grant [Licensee Name] access to the source code of the Software.

2. USE RESTRICTIONS

2.1 [Licensee Name] shall not modify, create derivative works, reverse engineer, or decompile the Software.

2.2 [Licensee Name] shall not distribute, sublicense, or transfer the Software or any rights granted under this Agreement to any third party.

3. INTELLECTUAL PROPERTY

3.1 Ownership. [Your Company Name] retains all right, title, and interest in and to the Software, including all intellectual property rights.

4. SUPPORT AND MAINTENANCE

4.1 [Your Company Name] may, but is not obligated to, provide support and maintenance services to [Licensee Name].

5. FEES

5.1 License Fees. [Licensee Name] agrees to pay [Your Company Name] the applicable license fees for the use of the Software as specified in Exhibit A.

6. TERMINATION

6.1 Term. This Agreement shall commence on the Effective Date and continue until terminated.

6.2 Termination for Cause. Either party may terminate this Agreement for cause upon written notice if the other party breaches any material term of this Agreement.

7. MISCELLANEOUS

7.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of [applicable jurisdiction].

7.2 Entire Agreement. This Agreement constitutes the entire understanding between the parties and supersedes all prior negotiations, understandings, and agreements.

IN WITNESS WHEREOF, the parties hereto have executed this Software Proprietary License Agreement effective as of the Effective Date.

[Your Company Name]
By: ____________________________________
[Authorized Signatory]

[Date]

[Licensee Name]
By: ____________________________________
[Authorized Signatory]

[Date]