This COMMERCIAL LICENSE AGREEMENT (“Agreement”) is made and entered into as of [Date] (“Effective Date”)
by and between:
Licensor: VITTAL MIRJI (or legal entity of Flowforge)
Address: [Address / registered office]
and
Licensee: [Company / individual name]
Address: [Address]
1.1 Subject to the terms and conditions of this Agreement, Licensor grants Licensee a non‑exclusive, non‑transferable, revocable license to use Flowforge (the “Software”) in the licensed fields, locations, and duration described in Schedule A.
1.2 This license may include rights to modify, integrate, and redistribute derivative works, as specified in Schedule A.
1.3 The license granted hereunder supersedes conflicting restrictions in the default LICENSE of the project (e.g. “non‑commercial only” clauses) only for the scope granted to Licensee.
2.1 Licensee shall not use the Software beyond the scope in Schedule A without obtaining an additional license.
2.2 Licensee may not sublicense, rent, lease, or transfer the rights granted except as allowed in writing.
2.3 Licensee may not remove or alter any copyright, patent, or attribution notices included in the Software.
2.4 Licensee shall not use the Software for any unlawful purposes, or in a manner that violates third‑party rights.
3.1 In consideration of the rights granted, Licensee shall pay Licensor the fees set forth in Schedule B.
3.2 Payments shall be made on or before due dates, in the currency and via the method specified in Schedule B.
3.3 Late payments shall incur interest at [rate]% per month (or maximum allowed by law).
4.1 Licensor may provide maintenance, updates, patches, and support services as described in Schedule C, if agreed.
4.2 Any enhancements or modifications made under this Agreement may be subject to further licensing terms as described in Schedule A or C.
5.1 Licensor warrants that it has the legal right to license the Software under this Agreement.
5.2 EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SOFTWARE IS PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND. Licensor disclaims all implied warranties of merchantability, fitness for a particular purpose, noninfringement.
5.3 In no event shall Licensor’s liability exceed the fees paid under this Agreement for the licensed term. Licensor shall not be liable for indirect, incidental, consequential, punitive damages.
6.1 Licensor retains ownership of all copyrights, patents, trademarks, trade secrets, and other IP rights not explicitly licensed.
6.2 Licensee hereby grants Licensor a perpetual, worldwide, royalty-free license to use modifications or derivative works for internal improvement or future licensing, subject to confidentiality if applicable.
7.1 During the term, the parties may exchange confidential information. Each party agrees to protect the other’s confidential information by the same standard it protects its own.
7.2 Confidential information does not include information already public or independently developed.
8.1 This Agreement is effective for the term specified in Schedule A unless earlier terminated.
8.2 Licensor may terminate this Agreement if Licensee breaches any provision and fails to cure within [30] days of notice.
8.3 Upon termination, Licensee shall cease use, destroy or return copies of the Software, and certify compliance.
9.1 This Agreement is governed by the laws of India, without regard to conflict of law principles.
9.2 Venue for disputes shall be in Mumbai, Maharashtra, India.
9.3 The parties may agree to mediation or arbitration before litigation (optional).
10.1 This Agreement constitutes the entire agreement between the parties and supersedes prior agreements.
10.2 Any amendments must be in writing and signed by both parties.
10.3 If any clause is invalid or unenforceable, the remainder of the Agreement continues in effect.
10.4 Failure to enforce a right or provision is not waiver of future enforcement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.
Licensor: _______________________ Date: ______
Licensee: _______________________ Date: ______
- Schedule A (Scope) - define use cases, modules, user count, and region.
- Schedule B (Fees) - fees, payment schedule, and currency.
- Schedule C (Support / Updates) - support obligations, SLA, maintenance plan.