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License Agreement

[Product Name] (the "Software")


"You" means the person or company identified below, who is being licensed to use the
"Software" identified in the title of this License Agreement. "We" and "us" means
[Licensor Name], a [State of Licensor (ie. California)] corporation.

Limited Nonexclusive License


You acknowledge that you are acquiring only a limited nonexclusive license to use the
Software (the "License"). We remain the owner of all right, title, and interest in the
Software and in any copies of it.
The License permits you to install the Software on more than one computer system, e.g.,
a desktop computer and a laptop computer normally used by the same person at different
times, provided that there is no possibility that the Software will be used on more than
one computer system simultaneously; any such simultaneous use requires a separate
license for each computer system.
You may make a reasonable number of backup copies of the Software solely for backup
purposes.
You agree not to make nor to permit the making of copies of the Software (including its
documentation) except as authorized by this License Agreement or otherwise authorized
in writing by us.
You agree not to engage in nor to permit the decompilation, disassembly, or other reverse
engineering of the Software.

Limited Warranty
We warrant to you that, for a period of [Period of Warranty (ie. 90 days)] after delivery of
this copy of the Software to you:
1. the physical media on which this copy of the Software is distributed will be free
from defects in materials and workmanship under normal use,
2. the Software will perform in accordance with the printed documentation
distributed with it by us, and
3. to the best of our knowledge your use of the Software in accordance with its
printed documentation will not, in and of itself, infringe any third party's
copyright, patent, or other intellectual property right.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE FOREGOING
LIMITED WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES OR
CONDITIONS, EXPRESS OR IMPLIED, AND WE DISCLAIM ANY AND ALL
IMPLIED WARRANTIES OR CONDITIONS, INCLUDING ANY IMPLIED
WARRAN- TY OF TITLE, OF NONINFRINGEMENT, OF MERCHANT ABILITY, OR
OF FITNESS FOR A PARTICULAR PURPOSE, REGARDLESS WHETHER WE
KNOW OR HAVE REASON TO KNOW OF YOUR PARTICULAR NEEDS.
No employee, agent, dealer, or distributor of ours is authorized to modify this limited
warranty, nor to make any additional warranties.
No action for any breach of the above limited warranty may be commenced more than
one (1) year following the expiration date of the warranty.
If implied warranties may not be disclaimed under applicable law, then ANY IMPLIED
WARRANTIES ARE LIMITED IN DURATION TO [Period of Warranty (ie. 90 days)]
DAYS AFTER DELIVERY OF THIS COPY OF THE SOFTWARE TO YOU.
Some states do not allow limitations on how long an implied warranty lasts, so the above
limitation may not apply to you.
This warranty gives you specific legal rights, and you may also have other rights which
vary from state to state.

Limited Remedy
Your exclusive remedy in the event of a breach of the foregoing limited warranty, TO
THE EXCLUSION OF ALL OTHER REMEDIES, is set forth in this paragraph.
In such event, you shall return all copies of the Software to us and pay for shipping; you
must include a dated proof of the date on which this copy of the Software was delivered
to you, such as a copy of your dated receipt or invoice for this copy.
We will, at our option, either (i) ship you a replacement copy of the Software on
nondefective physical media at our expense or (ii) refund your license fee in full.
To return copies of the Software, contact us at [Licensor's Address and/or Phone Number]
to obtain a return authorization code.

No Incidental or Consequential Damages


Independent of the foregoing provisions, IN NO EVENT WILL WE BE LIABLE TO
YOU FOR ANY INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR
CONSEQUENTIAL DAMAGES ARISING FROM OR CONNECTED WITH THIS
AGREEMENT OR YOUR USE OF THE SOFTWARE, regardless whether we know or
have reason to know of the possibility of such damages.
Some states do not allow exclusion or limitation of incidental or consequential damages,
so the above limitation or exclusion may not apply to you.

Your Indemnity to Us
Independent of the foregoing provisions, you agree to defend and indemnify us against,
and hold us harmless from, any and all claims, damages, losses, and expenses of any kind
arising from or connected with the operation of your business.
Termination
If you materially breach this License Agreement, we may terminate your right to use the
Software by notice to you.
You agree that, upon termination of the License, you will either return to us or destroy all
copies of the Software in your possession.

Entire Agreement, etc.


This written License Agreement is the exclusive agreement between you and us
concerning the Software and supersedes any and all prior oral or written agreements,
negotiations, or other dealings between us concerning the Software.
This License Agreement may be modified only by a writing signed by you and us.
In the event of litigation between you and us concerning the Software, the prevailing
party in the litigation and the prevailing party in any ancillary disputes (e.g., discovery
disputes) will be entitled to recover attorneys' fees and expenses from the other party.
This License Agreement will be governed by the law of the State of [State (ie.
California)] applicable to contracts executed and performed entirely in, and by residents
of, that state.
This License Agreement is effective upon the earlier of (1) your signature below, or (2)
your use of the Software (provided that your acquisition of a copy of the Software was
from us or our representative); you agree that we need not sign this License Agreement in
order for it to take effect.

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