Commercial Contract

TRIAL SOFTWARE LICENSE AGREEMENT

Small and Medium Enterprises Development Authority

Ministry of Industries & Production
Government of Pakistan
www.smeda.org.pk
HEAD OFFICE
4th Floor, Building No. 3, Aiwan-e-Iqbal Complex, Egerton Road,
Lahore
Tel: (92 42) 111 111 456, Fax: (92 42) 36304926-7
[email protected]

REGIONAL OFFICE REGIONAL OFFICE REGIONAL OFFICE REGIONAL OFFICE

PUNJAB SINDH KPK BALOCHISTAN

3rd Floor, Building No. 3, 5TH Floor, Bahria Ground Floor Bungalow No. 15-A
Aiwan-e-Iqbal Complex, Complex II, M.T. Khan Road, State Life Building Chaman Housing Scheme
Egerton Road Lahore, Karachi. The Mall, Peshawar. Airport Road, Quetta.
Tel: (042) 111-111-456 Tel: (021) 111-111-456 Tel: (091) 9213046-47 Tel: (081) 831623, 831702
Fax: (042) 36304926-7 Fax: (021) 5610572 Fax: (091) 286908 Fax: (081) 831922
[email protected] [email protected] [email protected] [email protected]

January 2013
Trial Software License Agreement
Pro-Gole (Right to do business)
Legal Services, B&SDS

LEGAL SERVICES, SMEDA

The Legal Services (LS) department is a part of Business & Sector Development
Services Division of the Small Medium Enterprises Development Authority and plays
a key role in providing an overall facilitation and support to the small businesses. The
LS believes that information dissemination among the small businesses on the
existing legal & regulatory environment and business to business and business to
client contracting is of paramount importance and plays a pivotal role in their
sustainable development.

In order to facilitate small businesses, the LS, under the Pro-GOLE (Right to do
business) project, a joint SMEDA-UNDP initiative for supporting the small businesses,
has developed user-friendly contract templates.

Pro-GOLE, (Right to do Business)

The UNDP has partnered with the Small and Medium Enterprises Development
Authority to initiate and execute the Pillar 4 (Right to do business) component of the
UNDP PRO-GOLE project which seeks to enhance the legal awareness and mobility of
marginalized/ informal businesses. Under the project legal services outreach shall be
extended to small businesses including home based enterprises, small shopkeepers,
growers, women entrepreneurs, hawking vendors etc. In addition, small business
shall be mobilized to access legal services.

The Need for Commercial Contracts Templates

In an increasingly complex and competitive industry, it is vital that suppliers and
purchasers are fully protected against legal and commercial risks. To counter such
risks, a viable solution; available as- of the shelf commercial contract templates- will
provide the users with first class ready to use support. With obligations properly set
out and liabilities accurately defined, the users will be in a far better position to look
after their rights and interests and move forward from their marginalized positions to
being active players of the economy. The Legal Service Providers can equally take
benefit of these templates for their professional and business development.

Disclaimer
The information contained in this template is meant to facilitate the businesses in
documenting transactions with reference to internet and technology. However,
SMEDA, UNDP or any of their employees or representatives accept no responsibility
and expressively disclaim any and all liabilities for any and all losses/shortfalls
caused by or motivated by recommendations from the information contained within
this document. Although SMEDA’s ambition is to provide accurate and reliable
information; yet, the document is not an alternative to expert legal advice and
should ideally be used in conjunction with the same. Any person using this document
and or benefiting from the information contained herein shall do so at his/her own
risk and costs and be deemed to have accepted this disclaimer.
All information contained in this document may be freely used provided that relevant
acknowledgement is accurately quoted with each usage.

2
Trial Software License Agreement
Pro-Gole (Right to do business)
Legal Services, B&SDS

8. TRIAL SOFTWARE LICENSE AGREEMENT

THIS TRIAL SOFTWARE LICENSE AGREEMENT (hereinafter referred to as

the "Agreement") made and entered into at ______ (insert place) on this
____ (insert date) day of _______ (insert month) 20__ (insert year),

BY AND BETWEEN:

M/s [insert Name], a public/private company incorporated under the

Companies Ordinance, 1984, having its registered office at [insert Address]
through its [insert Designation], Mr/Mrs/Ms [insert Name];
OR
M/s [insert Name], a partnership concern of Mr/Mrs/Ms [insert Name] and
Mr/Mrs/Ms [insert Name], having its place of business at [insert Address]
through its Partner, Mr/Mrs/Ms [insert Name];
OR
M/s [insert Name], a sole proprietorship concern of Mr/Mrs/Ms [insert
Name], having its place of business at [insert Address] through Mr/Mrs/Ms
[insert Name];
OR
Mr/Mrs/Ms [insert Name], son/wife/daughter of [insert Name], r/o [insert
Address] CNIC # [insert Number]

(hereinafter referred to as the “Licensor”, which expression shall, wherever

the context so provides, include its successors, assigns, nominees and
agents)
AND
M/s [insert Name], a public/private company incorporated under the
Companies Ordinance, 1984, having its registered office at [insert Address]
through its [insert Designation], Mr/Mrs/Ms [insert Name];
OR
M/s [insert Name], a partnership concern of Mr/Mrs/Ms [insert Name] and
Mr/Mrs/Ms [insert Name], having its place of business at [insert Address]
through its Partner, Mr/Mrs/Ms [insert Name];
OR
M/s [insert Name], a sole proprietorship concern of Mr/Mrs/Ms [insert
Name], having its place of business at [insert Address] through Mr/Mrs/Ms
[insert Name];
OR
Mr/Mrs/Ms [insert Name], son/wife/daughter of [insert Name], r/o [insert
Address] CNIC # [insert Number]

3
Trial Software License Agreement
Pro-Gole (Right to do business)
Legal Services, B&SDS

(hereinafter referred to as the “Licensee”, which expression shall, wherever

the context so provides, include its successors, assigns, nominees and
agents)

(The Licensor and the Licensee are hereinafter collectively referred to as the
“Parties”, and individually as the “Party”).
WHEREAS the Licensor is the creator of a software called “[insert name of
the software]” (hereinafter referred to as the Software.
AND WHEREAS the Licensor has granted a trial license to the licensee for
the trial of the Software under the terms and conditions of this Agreement.
NOW THEREFORE the Parties have entered into this Agreement on the
following terms and conditions:
1. PURPOSE/LICENSE/TERM
This Trial License Agreement is entered into for the sole purpose of allowing the
Licensee to evaluate the Licensor's Software and accompanying Documentation
(hereinafter collectively referred to as the "Trial System"). The Licensor hereby
grants to Licensee a non-exclusive, non-transferable, revocable license to use the
Trial System, including any modified or enhanced versions thereof provided to the
Licensee by the Licensor, at no cost, for a [insert number]-day trial period
beginning on [insert date]and ending on [insert date] (hereinafter referred to as
the "Trial Period").
2. RETURN OF TRIAL SYSTEM
Within [insert number] business days of the end of the Trial Period, the Licensee
shall return to the Licensor all Licensor Software and Documentation included in
the Trial System.
3. LIMITED WARRANTY
(1) The Licensor warrants that it has the right to grant temporary use of the Trial
System to the Licensee. The Licensor makes no other warranties, express or
implied, including but not limited to implied warranties of merchantability and
fitness of the Trial System for a particular purpose.
(2) The Licensor’s aggregate liability for damages arising out of or in connection
with this Trial License Agreement, the performance of the Trial System, or the
Licensor's performance of the Services, shall not exceed [insert amount].
Without regard to whether a claim is based on contract or tort, including
negligence, in no event shall the Licensor be liable for any indirect, special,
incidental or consequential damages, including without limitation, damages
resulting from loss of profits, data or business arising out of or in connection
with this Trial License Agreement, even if the Licensor has been advised of the
possibility of such damages.

4
 Trial Software License Agreement
Pro-Gole (Right to do business)
Legal Services, B&SDS

4. PROPRIETARY RIGHTS
The Licensee acknowledges that the Licensor retains all right, title, and interest
in the Trial System and in any copies thereof, and no title to the Trial System, or
any intellectual property or other rights therein, are transferred to the Licensee
by virtue of this Agreement, except the right to use the Trial System under the
terms and conditions of this Agreement. The Licensee shall not, without the
express prior written consent of the Licensor, duplicate, copy or reproduce the
Trial System except for use on a single computer. The Licensee agrees not to
cause or permit the reverse engineering, reverse assembly or reverse
compilation of the Software, or otherwise attempt to derive source code from the
Software or any related documentation.
5. CONFIDENTIALITY
(1) The Licensee acknowledges that the Trial System is unpublished and contains
proprietary and confidential information of the Licensor, which the Licensor
considers to constitute valuable trade secrets. In addition, the Licensee may
also be provided with or be exposed to confidential information of third parties
with which the Licensor conducts business. The confidential information of
Licensor and third parties is collectively referred to as the "Confidential
Information." In recognition of the foregoing, the Licensee covenants and
agrees:
i. That the Licensee shall keep and maintain all Confidential Information in strict
confidence. using such degree of care as is appropriate to avoid unauthorized
use or disclosure;
ii. That the Licensee shall not, directly or indirectly, disclose any Confidential
Information to any third party, except with the Licensor's prior written consent;
iii. That the Licensee shall not make use of any Confidential Information for its
own purposes, such as creation of a competitive product or for the benefit of
anyone or any other entity other than the Licensor;
iv. That on termination of discussions with the Licensor, or if the Licensor is
engaged to perform services for the Licensee, upon completion of the
engagement, or at any time the Licensor may so request, the Licensee shall
deliver promptly to the Licensor or, at the Licensor's option, will destroy all
memoranda, notes, records, reports, media and other documents and materials
(and all copies thereof) regarding or including any Confidential Information
which the Licensee may then possess or have under its control; and
v. That the Licensee will take no action with respect to the Confidential
Information that is inconsistent with its confidential and proprietary nature.
(2) The Licensee shall be permitted to disclose the Confidential Information only
as follows:
i. To its employees and agents (hereinafter collectively referred to as the

5
 Trial Software License Agreement
Pro-Gole (Right to do business)
Legal Services, B&SDS

"Employees") having a need to know such information in connection with this

Trial License Agreement (and in any event the Licensee shall be responsible
for all Employees' compliance with the terms of this Trial License Agreement);
and
ii. If disclosure is required by law, but in such event the Licensee shall notify the
Licensor in writing in advance of such disclosure, and provide the Licensor
with copies of any related information so that the Licensor may take
appropriate action to protect the Confidential Information.
(3) For purposes of this Trial License Agreement, Confidential Information shall
include, but not be limited to, all business information of Licensor, including the
following:
i. All information and data related to the Trial System;
ii. All information relating to the Licensor's planned or existing computer systems
and systems architecture, including computer hardware, computer software,
source code, object code, documentation, methods of processing and
operational methods;
iii. All information regarding the Licensor's product strategies, customer lists,
sales, profits, organizational restructuring, new business initiatives and
financial information; and
iv. Confidential information of third parties with whom the Licensor conducts
business.
(4) Notwithstanding the foregoing, Confidential Information shall not include
information:
i. that is or becomes generally known to the public not as a result of a
disclosure by the Licensee,
ii. is rightfully in the possession of the Licensee prior to disclosure by the
Licensor, or
iii. is received by the Licensee in good faith and without restriction from a third
party not under a confidentiality obligation to the Licensor and having the
right to make such disclosure.
(5) The Licensee acknowledges that the disclosure of Confidential Information may
cause irreparable injury to the Licensor, and may result in damages which may
be difficult to ascertain. The Licensor shall, therefore, be entitled to injunctive
relief upon a disclosure or threatened disclosure of any Confidential
Information, without a requirement that the Licensor prove irreparable harm,
in addition to such other remedies as may be available at law or in equity.
Without limitation of the foregoing, the Licensee shall advise the Licensor
immediately in the event that it learns or has reason to believe that any person
or entity which has had access to the Confidential Information has violated or

6
 Trial Software License Agreement
Pro-Gole (Right to do business)
Legal Services, B&SDS

intends to violate the terms of this Trial License Agreement.

(6) In addition, the Licensee shall not release the results of any evaluation or
benchmark of the Trial System to any third party without the express prior
written consent of Licensor.
6. INDEMNIFICATION
(1) The Licensor agrees to defend the Licensee from and against any claim or
action based on any alleged infringement of any patent, copyright, trade secret
or other proprietary right as a result of the use of the Trial System according to
the terms and conditions of this Trial License Agreement, and the Licensor
agrees to indemnify the Licensee from any costs and/or damages awarded
against the Licensee in any such infringement claim or action or settlement
thereof, provided that
i. the Licensor is promptly notified in writing of such claim,
ii. the Licensee grants the Licensor the sole control of the defense and any
related settlement negotiations, and
iii. the Licensee cooperates with the Licensor in defense of such claim.
(2) Notwithstanding the foregoing, the Licensor shall have no liability to the
Licensee if the infringement results from:
i. Use of the Trial System in combination with software not provided by the
Licensor;
ii. Modifications to the Trial System not made by the Licensor; or
iii. Use of other than a current release of the Trial System, if such infringement
would have been avoided by use of a current release.
iv. This Clause ____ states the entire liability of the Licensor with respect to
infringement of any patents, copyrights, trade secrets or other proprietary
rights by the Trial System or any part thereof.
7. ASSIGNMENT
Neither Party hereto may assign, convey or otherwise transfer any of its rights,
obligations, or interest herein without prior express written consent of the other
Party.
8. FORCE MAJEURE
(1) Force Majeure shall mean any event that is beyond the reasonable control
of a Party, or the effects of which adversely affect the performance by
such Party of its obligations under this Agreement, including, but not
limited to, acts of God, sabotage, insurrection, terrorism, riots, hostilities
or war (whether declared or not), acts of the public enemy, civil
disturbances, any kind of fire, explosion, flood or accidental damage,
epidemics, landslides, washouts, lightening, storms, earthquakes,

7
Trial Software License Agreement
Pro-Gole (Right to do business)
Legal Services, B&SDS

lockouts, blockades, shortage of labor or material, major equipment

failure, or other causes beyond the control of the Party affected.
(2) Notwithstanding anything contained hereinabove, neither Party shall be
liable to the other if it is unable to perform any of its obligations under
this Agreement due to the occurrence of Force Majeure.
(3) The Party affected by the Force Majeure event shall be entitled to suspend
performance of its obligations under the Agreement to the extent that
such performance is impeded or made impossible by the events of Force
Majeure.
(4) Each Party shall give a notice within [insert number] days of the
occurrence of the event of Force Majeure and shall promptly thereafter
consult the other Party for the purpose of finding a mutually acceptable
solution to the Force Majeure event.

9. GOVERNING LAW AND EXCLUSIVE JURISDICTION

This Agreement in all respects be read and construed and shall operate as a
contract, in conformity with the laws of [insert country], and the courts at
[insert place] shall have exclusive jurisdiction for adjudicating any dispute
arising hereunder.
10. SETTLEMENT OF DISPUTE

Any dispute, controversy or claim arising out of or relating to this Agreement

or the breach, termination or invalidity thereof, shall be settled by arbitration
in accordance with the Pakistan Arbitration Act, 1940, subject to the
exclusive jurisdiction of the Courts of [insert place].

11. MISCELLANEOUS
(1) This Agreement represents the complete agreement between the
Parties with regard to the subject matter and supersedes any prior
understanding or agreements, oral or written.
(2) This Agreement may be amended or revised only by an
instrument in writing signed by either the Parties or their duly
authorized representatives.
(3) No provision hereof or breach of any provision may be waived
except by a written waiver, signed by the waiving Party. No waiver
of any right under or breach of this Agreement shall be construed to
be a waiver of any other right or breach under the Agreement.
(4) Any provision of this Agreement which is prohibited or
unenforceable under any law, rule or regulation applicable in
Pakistan for the time being shall be ineffective only to the extent of

8
 Trial Software License Agreement
Pro-Gole (Right to do business)
Legal Services, B&SDS

such prohibition or lack of enforceability, and shall not invalidate

the remaining provisions hereof.
IN WITNESS WHEREOF, the Parties have set their respective hands on this
Agreement at the place, and on the date, mentioned hereinabove.

_________________________ _________________________
For and on behalf of For and on behalf of
The Licensor The Licensee

WITNESS NO. 1 WITNESS NO. 2

Signature: __________________ Signature: __________________

Name: __________________ Name: ______________________

Designation: _________________ Designation: _________________

Date: _______________________ Date:_______________________