Software license agreement. License agreement for a computer program, database

License Agreement Legislation

Software, which includes both the actual computer programs and databases, is classified by article 1225 of the Civil Code of the Russian Federation as objects of exclusive rights. Accordingly, the exclusive rights of the owners of such programs are protected by law (including Part 4 of the Civil Code of the Russian Federation).

The transfer of the ability to use programs to other persons is carried out on a contractual basis by concluding a special license agreement, the preparation of which must be guided by the provisions of Articles 1235, 1236 and 1286 of the Civil Code of the Russian Federation.

According to Article 1235 of the Civil Code of the Russian Federation, the parties to the license agreement are the licensor (the owner of the software who grants rights to his developments) and the licensee (the person to whom the program is provided for use). The following principle applies to the user: he is granted only those rights and within the limits specified in the agreement. If any of the powers is not indicated in the agreement, its use by the licensee is prohibited.

Transaction form and types of agreements

Article 1236 of the Civil Code of the Russian Federation provides for 2 types of agreements on the granting of user rights on various terms:

Simple license. This type transaction allows the program owner to issue an unlimited number of permissions to users.
Exclusive license. In this type of transaction, the owner of the program grants permission to use it only to a specific user and is deprived of the opportunity to conclude similar transactions with other persons. The user, in turn, is also not entitled to transfer the acquired license to other entities, unless the counterparties agree otherwise.

Both versions of the license agreement, in accordance with Article 1235 of the Civil Code of the Russian Federation, are concluded in writing. At the same time, a simplified form of such an agreement is also widely used in practice, which is applied only when transferring a simple license.

To transfer rights to a user in a simplified form, in accordance with Article 1286 of the Civil Code of the Russian Federation, the program owner must place on a copy of the product (in print or electronic form) the text of the agreement, which in this case will be an accession agreement. The beginning of the use of the program or the performance of other implicit actions by the user specified in such an agreement will mean acceptance by the user of the terms of the transaction.

It is important to remember that a license agreement concluded in a simplified manner is a priori free of charge, unless otherwise indicated in its text.

Don't know your rights?

Essential conditions and validity period of the license agreement, conclusion of a transaction with a non-resident, sample document

The essential terms of the software license agreement are listed in Article 1235 of the Civil Code of the Russian Federation. They are:

The subject of the transaction, that is, the name of the product, the rights to which are transferred.
List of methods of permitted use.
Indication of the amount of remuneration for using the program or the procedure for its calculation. If the transaction is supposed to be free of charge, this should be expressly stated in the contract.

It is important to remember that in the signed contract it is also necessary to designate the territory on which the user has the opportunity to work with the product. So, when drawing up a license agreement with a non-resident for the transfer of software, it is advisable to indicate the country where work with the product is allowed (for more details on the definition of the concepts of "resident" and "non-resident", see our separate article). If the contract does not specify the boundaries of the use of Russian-made software, the possibility of using the product will be a priori provided only within the Russian Federation.

As an example, you can see a sample software license agreement (drawn up in a simplified form) available on our website.

Validity period of the software license agreement

According to Article 1235 of the Civil Code of the Russian Federation, the parties have the right to specify any period of use of the program within the limits of the exclusive right to it of its owner.

In the event that the parties do not indicate the term in the agreement, the period of its validity is 5 years. If the software owner's exclusive rights to it expire before the expiration of the transaction, the contract is subject to termination.

It should also be remembered that the exclusive rights of the owner can be transferred to another person as a result of the sale or for other reasons. In this case, license agreements with users are not terminated, but are valid on the same terms until their expiration. After the expiration of the contract, the user will need to renew it with the new owner of the rights to the software.

As you can see, the procedure for concluding license agreements, as well as the relationship between the software owner and the user, is regulated in detail by the norms of the Civil Code of the Russian Federation. The sample document given in the article will help you quickly understand all its details and make your own version, if necessary.

to use the software in a person acting on the basis of , hereinafter referred to as " Licensee”, on the one hand, and gr. , passport: series , number , issued by , residing at the address: , hereinafter referred to as " Licensor”, on the other hand, hereinafter referred to as the “Parties”, have concluded this agreement, hereinafter “ Treaty" about the following:

1. THE SUBJECT OF THE AGREEMENT

1.1. Under this Agreement, the Licensor transfers and the Licensee accepts the non-exclusive right to use the Software Product "" (hereinafter referred to as the "Software Product" or "Module").

1.2. All provisions of this Agreement apply to the Software Product as a whole and to all its components separately, including the documentation for the Software Product.

2. TERM OF THE CONTRACT

2.1. The Agreement comes into force from the date of its signing by both Parties.

2.2. The contract is concluded for a period of .

2.3. The non-exclusive rights to the Software Product transferred to the Licensee are valid until the termination of the exclusive rights to the Software Product.

3. PRICE OF THE CONTRACT

3.1. The Licensee undertakes to pay the Licensor a fee in the amount of rubles before withholding personal income tax (personal income tax). The transfer of rights to use the Software Product is not subject to VAT in accordance with paragraphs. 26, paragraph 2, article 149 of the Tax Code of the Russian Federation.

3.2. In accordance with Art. 226 and Art. 224 of the Tax Code of the Russian Federation, the Licensor undertakes to withhold and transfer personal income tax to the budget.

4. PAYMENT PROCEDURE

4.1. The Licensee pays for the License within calendar days from the date of signing this Agreement by transferring funds to the Licensor's account specified in clause 11 of this Agreement.

4.2. Within calendar days from the date of payment, the Licensor transfers to the Licensee the rights to use the Software Product.

4.3. The right to use the Software Product is granted to the Licensee by signing by the Parties of the Certificate of Acceptance and Transfer of Rights. From the moment of signing, the right to use the Software Product is considered granted to the Licensee.

4.4. Simultaneously with the granting of rights, the Licensor opens access to the use of the Software Product by transferring copies of the Software Product, including documentation, to the Licensee by e-mail, the address of which is specified in clause 11 of this Agreement.

5. CONDITIONS OF THE AGREEMENT

5.1. The licensee is entitled to:

5.1.1. Use the Module for its intended purpose.

5.1.2. Copy the Module and transfer it via communication channels.

5.1.3. Use the results of the Module in any way.

5.2. All agreements between the Licensor and the Licensee regarding the Software Product, oral and written, prior to the conclusion of this Agreement, are considered invalid.

5.3. If the court recognizes any provisions of this Agreement as invalid, the Agreement continues to be valid in the rest.

5.4. The Licensee obtains the right to include (embed) the Module in only those software products, the exclusive rights to which belong to the Licensee (hereinafter referred to as the "Software").

5.5. When the Licensee transfers its exclusive rights to software products, in which the Module is embedded, the Licensee is obliged to notify the Licensor in writing about its intention to transfer exclusive rights to the corresponding Software Products calendar days before the expected date of transfer of rights. If at the time of conclusion of the Agreement the transfer of rights has already taken place or less than a calendar day is left before the proposed transfer, the Licensee is obliged to notify the Licensor about this before the conclusion of this Agreement. The new copyright holder may use the Module only after the conclusion of a new license agreement with the Licensor.

5.6. The Licensee undertakes not to distribute the Software Product separately from the Software owned by the Licensee. The distribution of the Software Product means providing access to third parties to the Software Product reproduced in any form. Third parties are understood to mean all persons, excluding the Parties to this Agreement and employees hired by the Licensee under an employment contract or work contract.

5.7. The Licensee undertakes to include in each copy of its Software a link to the Licensor as follows: .

5.8. The Licensee may not provide case declension functions implemented using the Software Product as an API to others. software systems which he does not own. If such a need arises, the copyright holders of the above systems must first obtain the rights to use the Software Product.

5.9. When the Licensee transfers non-exclusive rights to software products in which the Module is embedded, the Licensee is not obliged to notify the Licensor about this.

5.10. The Licensee is not obliged to provide the Licensor with reports on the use of the Module.

6. WARRANTY AND TECHNICAL SUPPORT

6.1. The Licensor warrants that the Module is free from technical defects that cause undocumented exceptions, memory leaks, or hangs of the calling program.

6.2. If defects listed in clause 6.1 are found in the Module, the Licensor undertakes to eliminate these defects within a week, provided that the Licensee provides a way to reproduce these defects.

6.3. The Licensor undertakes, within the period from the date of conclusion of the Agreement, to provide the Licensee with technical support in the form of consultations on issues related to the use of the Module, by e-mail or through the website. The Licensor undertakes to respond to the Licensee's requests within calendar days from the date of the request.

7. PURCHASE OF NEW VERSIONS OF THE MODULE

7.1. During the period from the moment of transfer of rights to the Module, the Licensee has the right to receive new versions of the Module free of charge. To do this, it is enough to send a request to the Licensor by e-mail specified in clause 11 of this Agreement. The Licensor undertakes to satisfy the request within calendar days.

7.2. After the expiration of the transfer of rights to the Module, the Licensee has the right to extend the period for obtaining new versions for additional fee equal to % of the price of this contract.

8. RESPONSIBILITY

8.1. The Licensor shall not be liable for any damages associated with the use or inability to use the Module.

9. AMENDMENT AND TERMINATION OF THE AGREEMENT

9.1. The Agreement may be terminated by mutual written agreement of the Parties.

9.2. If it is established that the Licensee has violated the terms of this Agreement or the law Russian Federation in relation to the Software Product, the Licensor undertakes to notify the Licensee thereof. The Licensee undertakes to eliminate the violations within thirty days, or to provide evidence that the Licensee is not guilty of the said violation. In the absence of such information, the Licensor has the right to unilaterally terminate this Agreement at any time by notifying the Licensee thereof.

9.3. Upon termination of this Agreement or in the event that the Agreement is declared invalid, the Licensee is obliged to stop using the Module, delete all copies of the Module in his possession and notify the Licensor about this.

in a person acting on the basis of , hereinafter referred to as " Licensee”, on the one hand, and in the person acting on the basis of , hereinafter referred to as “ Licensor”, on the other hand, hereinafter referred to as “ Parties”, have concluded this agreement, hereinafter referred to as the “Agreement”, as follows:

1. TERMS AND DEFINITIONS

1.1. Copyright holder– "" or another person (persons) that has the exclusive right to the Program and / or a person (persons) lawfully possessing in the relevant territory all the necessary volume of rights to use the Program, which is granted to the Licensee under this Agreement.

1.2. Program- a computer program (both as a whole and its components), which is a set of data and commands presented in an objective form, including source text, a database, audiovisual works included by the Copyright Holder in the specified computer program.

1.3. License agreement– an agreement between the Copyright Holder and the Licensee, the terms of which are accepted by the Licensee during the installation of the Program and provide for the procedure and rules for the operation of the Program.

2. SUBJECT OF THE CONTRACT

2.1. The Licensor grants to the Licensee under the terms of this Agreement a simple non-exclusive license (hereinafter referred to as the License) to use the Programs specified in clause 2.2 of this Agreement within the limits and on the terms established by this Agreement.

2.2. This Agreement applies to the Programs, the names and amount of remuneration for the use of which are specified in the (option) invoice No. dated "" of the year attached to this Agreement and which is its integral part (option) Appendix No. 1 to this Agreement.

3. TERM AND TERRITORY

3.1. This Agreement comes into force from the moment of its signing by both Parties and is valid for each Program during the period for which the corresponding License is granted.

3.2. The Programs are licensed for the following terms:

3.2.1. for Programs containing in the name "" - for the period indicated next to the name of the Program, the type of license and the amount of remuneration, which are specified in clause 2.2 of this Agreement;

3.2.2. for the Programs containing in the name "" - for a period of one year under the terms of the Standard License set forth in the License Agreement, and when switching from one edition of the Program to another - for a period until the expiration of the Standard License for that edition of the Program from which the transition is made;

3.2.3. for other Programs - for the entire duration of the exclusive rights to the Program (Article 1281 of the Civil Code of the Russian Federation) on the terms set forth in the License Agreement.

3.3. The territory in which the use of the Program by the Licensee is allowed is set as the entire territory of the country of the Licensee.

4. REMUNERATION, SETTLEMENTS AND TRANSFER OF RIGHTS

4.1. The remuneration for the Licenses granted under this Agreement shall be payable by the Licensee in the form of a fixed one-time payment, the amount of which is specified in the document provided for in clause 2.2 of this Agreement.

4.2. Payment of remuneration is carried out by the Licensee in a non-cash form to the Licensor's account specified in this Agreement no later than working days from the date of issuing the corresponding invoice by the Licensor. The obligation to pay is considered fulfilled at the moment the funds are credited to the Licensor's account.

4.3. The amount of remuneration under this Agreement is not subject to VAT in accordance with paragraph 26 of paragraph 2 of Article 149 of the Tax Code of the Russian Federation.

4.4. The rights granted by the License are transferred to the Licensee no later than working days after its full payment by sending the Licensor to the address Email, specified by the Licensee, a message (letter) containing a link for downloading/installing the Program and/or accessing it, as well as license key activation.

4.5. Confirmation of the fact that the Licensee received the License under the terms of this Agreement is an Act in the form specified in Appendix No. 2 to this Agreement, drawn up on paper and sent by the Licensor to the Licensee, which the Parties sign no later than working days from the date of payment by the Licensee of the remuneration to the Licensor in in accordance with clause 4.2 of this Agreement. If the Licensor fails to receive a copy of the Act signed by the Licensee or reasoned written objections within the prescribed period, the specified Act is considered approved by the Licensee.

5. RIGHTS AND OBLIGATIONS

5.1. The Licensor is obliged to provide the Licensee with the License in the manner and within the time limits specified in clause 4.4 of this Agreement.

5.2. The licensee is obliged:

5.2.1. Pay for the License in the manner and terms specified in Section 4 of this Agreement.

5.2.3. Do not use the Program outside the rights granted to him and / or in ways not specified in this Agreement.

5.3. The Licensee has the right under each License to use one copy of the Program by reproducing it exclusively through installation and / or launch in the manner specified by the user (technical) documentation, as well as license agreement.

5.4. The Licensee, with the exception of cases established by this Agreement, has the right to assign fully its rights and obligations under this Agreement to another person only once upon receipt of the written consent of the Copyright Holder and only subject to the full and unconditional consent of the new user with all the terms and conditions of this Agreement and the License Agreement . The specified right to assignment is not granted to those persons who received the License as a result of a similar assignment.

6. WARRANTY AND LIABILITY

6.1. The Licensor guarantees that at the time of conclusion of this Agreement it has all the necessary rights to the Program for their lawful provision to the Licensee.

6.2. The Licensor declares that at the time of the conclusion of this Agreement:

6.2.1. He does not know anything about the rights of third parties that could be violated by granting the License to the Licensee on the terms and in the manner established by this Agreement.

6.2.2. The program complies with the functional and technical parameters specified in the technical documentation, subject to the requirements for software and hardware necessary for its operation.

6.3. In the event of claims against the Licensee by third parties related to the legality of his use of the Program, the Licensee must immediately inform the Licensor of all claims made by the third party and provide all necessary information regarding this dispute.

6.4. The Program and its accompanying documentation are provided to the Licensee in accordance with the internationally accepted principle "as is" ("asis"), i.e. for problems arising during the installation, updating, support and operation of the Program (including problems of compatibility with other software products, packages, drivers, etc.; problems arising from the ambiguous interpretation of the accompanying documentation, discrepancy between the results of using the Program and the expectations of the Licensee and etc.), the Licensor is not responsible.

6.5. In case of violation by the Licensee of the terms of payment specified in clause 4.2 of this Agreement, the Licensor has the right to require the Licensee to pay a penalty (penalty) in the amount of % of the unpaid amount for each day of delay.

6.6. In case of violation by the Licensor of the terms for granting the License specified in clause 4.4 of this Agreement, the Licensee has the right to require the Licensor to pay a penalty (penalty) in the amount of % of the amount paid by the Licensee for each day of delay.

6.7. The Licensor has the right to terminate this Agreement unilaterally if the Licensee:

6.7.1. did not pay remuneration in the manner and within the time limits established by clause 4.2 of this Agreement.

6.7.2. violates the terms and procedure for using the Programs provided for by this Agreement and the License Agreement, including in cases where sublicenses are granted to third parties without the written permission of the Copyright Holder.

6.8. The Licensee has the right to terminate this Agreement unilaterally if the Licensor:

6.8.1. In violation of this Agreement, refused to provide the Licensee with the License.

6.8.2. Performs actions that prevent the use of the Program by the Licensee.

7. FORCE MAJOR

7.1. In the event of force majeure circumstances, such as a state of emergency, war, blockade, fire, flood, earthquake, natural disasters, laws and other regulations of the legislative and / or executive authorities, the deadlines for fulfilling obligations are postponed in proportion to the time during which the listed circumstances and/or consequences of such circumstances.

7.2. The Party for which the impossibility of fulfilling obligations has been created must inform the other Party about the beginning and end of the force majeure circumstances, attaching to the notification a certificate from the relevant state body.

7.3. If the force majeure circumstances continue for more than days, then each of the Parties has the right to refuse further fulfillment of its obligations, which were subject to force majeure circumstances, under an additional agreement to this Agreement or another document in force under this Agreement, in this case, neither Party will be entitled to compensation by the other Party for possible losses.

8. FINAL PROVISIONS

8.1. The Parties to the Agreement do not have the right to fully or partially, individually or mutually, transfer their rights and obligations arising from this Agreement to third parties without the prior written consent of the other Party, except for the case specified in clause 5.4 of this Agreement.

8.2. The Parties undertake to ensure the confidentiality of information about its terms and conditions, as well as any information about the Programs received or become known to the Parties in connection with the conclusion and execution of this Agreement, during the entire term of this Agreement and years from the date of its expiration.

8.3. The Parties undertake to make every effort to resolve disputes and disagreements that may be the result of this Agreement or related to it through negotiations. All disputes, disagreements or claims arising out of or in connection with the Agreement shall be settled by the Parties through negotiations. In the absence of agreement, the dispute between the Parties is subject to consideration in the appropriate court at the place and in accordance with the laws of the country where the Licensor is located.

8.4. In the event that any provision of this Agreement is declared invalid or unenforceable by a court decision or other competent authority, this does not entail the invalidity of the Agreement as a whole and / or other provisions of the Agreement.

8.5. In case of early termination of this Agreement by the Licensor, the validity of the Program Licenses granted to the Licensee shall be terminated, and recalculation and return of remuneration shall not be made.

8.6. For all issues not regulated by this Agreement, the Parties shall be guided by the current legislation of the country of the Licensor, unless otherwise expressly provided by this Agreement.

8.7. This Agreement is drawn up in Russian in two copies, having the same legal force.

9. DETAILS AND SIGNATURES OF THE PARTIES

Licensee

Legal address:
Mailing address:
Phone fax:
TIN/KPP:
Checking account:
Bank:
Correspondent account:
BIC:
Signature:

Licensor

Legal address:
Mailing address:
Phone fax:
TIN/KPP:
Checking account:
Bank:
Correspondent account:
BIC:
Signature:

1.3. The Licensor permits the Licensee to use the Products in the territory specified in the Annex (Specification) to the Agreement related to such Products (hereinafter referred to as the "Territory").

In the absence of software license agreement indications of a specific territory within which the use of the transferred software is allowed, the provisions of the law on the possibility of its use throughout the territory of Russia apply (thus other countries are excluded from the territory).

1.4. Within the Territory and Term provided for in this Agreement, the Licensor permits the Licensee to use the Products in the following ways:

1 ) use in the Licensee's own business activities for the functional purpose ( end user agreement), or

2) distribution of the program by the Licensee as a stand-alone product or as part of another (derivative or composite) product ( agreement with a distributor).

Depending on this, the license agreement determines the permissible ways of using programs and databases.

For example, for the first option, permission to play (synonyms: record, copy, install or install), launch and functional use may be quite enough.

Whereas the second option requires a detailed study of the requirements for the procedure for using the software, depending on the options for its further distribution. So, for the distribution of a finished software product, the right to distribute, bring to the public may be additionally required (this method concerns the transfer / download of distribution kits over the Internet).

In the case of creation based on licensed software new version product or inclusion in the software package, it is necessary to obtain the right for processing (modification), etc.

A general list of ways (rights) to use works can be found in Article 1270 of the Civil Code of the Russian Federation.

At the same time, it is necessary to pay attention to a strict restriction, according to which the right to use software not directly specified in the license agreement is not considered granted to the Licensee (see clause 1 of Article 1235 of the Civil Code of the Russian Federation). Thus, the condition on the ways of using computer programs and databases cannot be formulated by indicating "all" rights or by excluding individual rights. In this case, the license agreement will not be considered concluded.

2. Granting rights to use programs under a license agreement

2.1. The Licensor is obliged to provide the Licensee with copies of the Products on tangible media or send them to the Licensee by network method as agreed by the parties no later than 10 (ten) days from the date of signing the relevant Appendix (Specification).

As a rule, the right to use the programs is granted simultaneously with the transfer of their copies. In order to streamline the relations of the parties, it is desirable to document the transfer of copies and rights in the form of a bilateral act or a postal receipt / waybill on their sending to the Licensee. Due to the lack of general, well-established rules on this issue, the acceptance and transfer procedure should be detailed in the license agreement.

Of particular importance is the documentary confirmation of the transfer of copies and the granting of rights to software under foreign economic contracts, where one of the parties is a non-resident. In such a situation, it becomes necessary to comply with currency legislation, which requires the provision of documents on the actual execution of the contract.

3. License fee for the use of programs

3.1. The Licensee undertakes to pay the Licensor a fee for the right to use and/or use the rights to the Products provided to the Licensee in accordance with the terms of the Agreement.

3.2. The amount of the license fee or the method of its determination, the terms and procedure for payment are agreed by the Parties in the Appendix (Specification) relating to the relevant Products.

There are many options for determining remuneration under a license agreement. The specific conditions on the license fee depend on the purpose of concluding the agreement.

In the case of an agreement with an end user, the license fee is usually set in a fixed amount, which can be paid in a lump sum or in installments.

Under an agreement with a distributor (reseller), it is possible to pay a fixed amount of remuneration for each distributed copy or a share in the income from its distribution. Different procedures and terms for payment of remuneration may be established.

In the latter case, in order to calculate the amount of remuneration, the Licensee is obliged to provide detailed reports on the procedure for using licensed products.

4. Reporting under a license agreement

Important section for license agreements aimed at the next distribution of software products, since the amount of the license fee in them, as a rule, is associated with the results of the activities of the Licensee.

Here it is necessary to agree on the form, timing and procedure for submitting reports, drawing up acts at the end of reporting periods, the obligation to properly keep records of operations with licensed software products, store documentation and provide access to it at the request of the Licensor.

5. Guarantees under the license agreement

Typical section for any kind software license agreements. Usually it includes confirmation of the existence of rights to software products, the legality of their provision under the contract and the Licensor accepting the resolution of possible disputes and compensation for damage in connection with a possible violation of the exclusive rights of third parties in connection with the use of the products. These provisions are aimed at protecting the interests of the Licensee.

For the purpose of limiting the liability of the Licensor, it is also usually stated here that the software products are provided "as is", i.e. without warranty of the suitability of the products for Licensee's purposes, or sharing with certain software and hardware, etc.

6. Final terms of the license agreement

Here it is necessary to provide for provisions on liability, force majeure, arbitration, confidentiality and other general different types terms of contracts.

1. BASIC CONCEPTS

1.1. For the purposes of this Agreement, the following terms have the following meanings:

Database- a set of independent materials (articles, calculations, regulations, court decisions and other similar materials) presented in an objective form, systematized in such a way that these materials can be found and processed using electronic computer(computer), the creation of which requires significant costs, and the exclusive right of the manufacturer of which is valid on the territory of the Russian Federation.
Demo versions of the software– software versions that have time or functional restrictions on their use.
Software distribution (software distribution)- a set (set) of files and components of software and hardware protection, assembled (assembled) in accordance with the rules of the Licensor (distribution kit manufacturer) and intended for computers and other computer devices required by the User to start using the relevant Software in accordance with the terms of the License Agreement (agreement).
License agreement (agreement)– an agreement (including an accession agreement) between the Licensor and the User, according to which the Licensor undertakes to provide the User with the rights to use the Software within the limits provided for by this agreement and meets the requirements of Articles 1235, 1236, 1286 of the Civil Code of the Russian Federation.
Contract period- the time interval from the moment this Agreement enters into force until the moment of its termination in accordance with Section 9 of this Agreement.
User- legal or individual that uses (intends to use) the software on its computer.
Price list- the list and/or methods for calculating the base (retail) prices established by the Licensor for the rights to use the Software on the basis of a license agreement for typical configurations and terms of use of the software posted on the site (in electronic system sales registration) of the Licensee.
Acquirer– a legal or natural person who, in accordance with the established procedure, paid for or received from the Licensee non-exclusive rights to use the Software on the basis of a license agreement.
Computer program- a set of data and commands presented in an objective form (can be expressed in any language and in any form, including source text and object code), intended for the operation of computers and other computer devices in order to obtain a certain result, including preparatory materials obtained during development of a computer program, and the audiovisual displays generated by it.
Software (software)- computer programs and databases (intellectual property items) that do not contain information constituting a state secret, and the exclusive property copyrights to which in the Territory of the agreement and during the Period of the agreement belong to the Licensor.
Territory of the treaty- all territories specified in Appendix No. 1 to this Agreement.
Trademarks of the Licensor– names, signs, registered trademarks (marks), commercial (trade, service) names, abbreviations, trade design, domain names, graphics and other symbols, logos, audio and/or video elements, as well as other elements of the brand style that are found in the details, products and marketing materials of the Licensor or in the materials of its affiliates, including all derivatives created during the Term of the Agreement and modifications from specified objects.
Electronic key or activation key– generated for each software instance unique code or a file containing information about the Software and the essential terms of the License Agreement (agreement).

2. SUBJECT OF THE CONTRACT

2.1. Under this Agreement, the Licensor undertakes to transfer (provide), and the Licensee to accept and pay for the following non-exclusive property rights to use the Software, the composition of which is indicated in the Transfer and Acceptance Certificates drawn up in accordance with clause 4.2 of this Agreement (hereinafter referred to as the "Non-Exclusive Property Rights"):

the right to reproduce the Software, limited by the rights to install and run the Software in accordance with (based on) the License Agreement (agreement) (hereinafter referred to as the “Right to Use the Software on the Basis of a License Agreement”), granted for the sole purpose of transferring these rights directly or through third parties to Users BY;
the right to transfer to the Acquirers and allow the Acquirers to transfer to third parties the rights to reproduce certain Software, limited by the rights to install and run the Software in accordance with (based on) the License Agreement (agreement), provided for the sole purpose of transferring these rights to the Users of the Software;
the right to distribute the Software in accordance with the powers specified in this Agreement;
the right to transfer to Acquirers and allow Acquirers to transfer to third parties the rights to distribute certain Software in accordance with the powers specified in this Agreement.

3. RIGHTS AND OBLIGATIONS OF THE PARTIES

3.1. The licensor is obliged:

3.1.1. Upon request, transfer to the Licensee Electronic keys(activation keys) and provide access (deliveries) to the Software Distributions in the manner specified in Appendix No. 6 to this Agreement.

3.1.2. Provide all Users who have received (or intend to receive) in accordance with the terms of this Agreement from the Licensee (directly or through third parties) the right to use the Software on the basis of a license agreement, information on the procedure for concluding (joining) the relevant License agreement (agreement) and its terms . The Licensor is obliged, with the consent of the Licensee, to conclude a License Agreement (agreement) with any such User, if this does not contradict the terms of the License Agreement (agreement) and the desire of the User (the procedure for concluding / joining the License Agreement is determined by its terms).

3.1.3. Provide Users with technical support for the Software during the term of the License Agreement (agreement) in accordance with the terms of the License Agreement (agreement) and the current legislation of the Russian Federation.

3.1.4. Notify the Licensee of changes in the Price List at least one calendar day prior to the entry into force of these changes.

3.1.5. Advise the Licensee on issues related to the calculation of the cost of rights to use the Software, its functionality, features of installation and operation on standard configurations of supported (popular) operating, mail and other systems.

3.1.6. Reimburse in full all direct and indirect costs (losses) of the Licensee related to the fulfillment by him of the obligation under clause 3.3.5 of this Agreement, if the indicated costs (losses) are due to the non-compliance of the said obligation with the current legislation of the Russian Federation due to any actions or inaction of the Licensor.

3.1.7. Immediately inform the Licensee of the occurrence of claims of third parties that may be directed to the Licensee or (if satisfied) may lead to the invalidity of any of the terms of this Agreement.

3.2. The licensor has the right:

3.2.1. In case of violation by the Licensee of the conditions specified in paragraphs. 3.3, 5.2 of this Agreement to suspend the transfer of Electronic keys (activation keys) at the request of the Licensee.

3.2.2. Unilaterally make changes to the Price List, having previously notified the Licensee in accordance with clause 3.1.3 of this Agreement.

3.2.3. Allow the Licensee to apply, at the expense of the Licensor, individual and cumulative discounts when the Licensee exercises the rights to use the Software on the basis of a license agreement to individual Acquirers or categories of Acquirers.

3.3. The licensee is obliged:

3.3.3. Do not take actions that may harm the activities or image of the Licensor, its partners and successors.

3.3.4. Obtain written permission from the Licensor for any use of its trademarks, except as described in Section 7 of this Agreement.

3.3.5. In accordance with Article 149, paragraph 2, 26 of the Tax Code of the Russian Federation as amended by Law 195-FZ of 19.07.2007. (for the entire period of its validity) not to apply VAT when transferring (realizing) non-exclusive rights to use the Software on the basis of a license agreement to all Acquirers, as well as when calculating and paying royalties in accordance with clause 5.2 of this Agreement.

3.4. The licensee has the right:

3.4.1. Advise Users and Purchasers on the calculation of the cost of rights to use the Software in accordance with the Licensor's Price List and the current procedure for applying individual and cumulative discounts established in accordance with paragraphs. 3.2.3, 3.4.3. actual agreement.

3.4.2. Advise Users and Purchasers, providing their technical support in the manner prescribed in Appendix No. 5 to this Agreement.

3.4.3. Unilaterally at its own expense (and with the permission of the Licensor - at the expense of the Licensor) apply individual and cumulative discounts when the Licensee exercises the rights to use the Software on the basis of a license agreement to individual Acquirers or categories of Acquirers.

3.4.4. Coordinate issues related to the execution of this Agreement by contacting the Licensor by e-mail at .

4. PROCEDURE FOR TRANSFER OF RIGHTS

4.1. All rights transferred under this Agreement are considered transferred to the Licensee from the Licensor from the date of signing this Agreement by the Parties, unless otherwise provided by this Agreement.

4.2. The transfer of non-exclusive property rights in accordance with clause 2.1 of this Agreement is carried out on the basis of the Transfer and Acceptance Certificates signed by both Parties, and is considered completed from the moment they are signed.

5. PAYMENT PROCEDURE

5.1. For the Non-Exclusive Property Rights transferred (provided) under this Agreement, the Licensee undertakes to pay the Licensor a royalty, the amount of which is determined by the value specified in the Transfer and Acceptance Certificates drawn up in accordance with clause 4.2 of this Agreement.

5.2. The remuneration for the transferred (provided) rights specified in clause 5.1 of this Agreement shall be paid in the form of one-time fixed payments in the manner established in Appendix No. 3 to this Agreement.

5.3. The obligation to transfer the amount of royalties by the Licensee is considered fulfilled on the day the funds are debited from the current account of the Licensee.

5.4. The costs of transferring funds to the Licensor's account and services of correspondent banks shall be paid by the Licensee.

5.5. The Parties agree that the repayment by the Licensee of the amounts of debt for the transferred (granted) rights in accordance with clause 5.2 of this Agreement may be carried out by offsetting by the Licensee unilaterally any financial obligations of the Licensee to the Licensor.

6. ADDITIONAL TERMS

6.1. The licensor guarantees that he has exclusive property rights to the extent necessary. The Licensor guarantees that the Software does not contain any borrowings or parts that may be considered as a violation of copyright and / or related rights of third parties.

6.2. The Licensor guarantees that the Software, transmitted (supplied) files and information materials do not contain information constituting a state secret, and that the use of the Software does not entail violations of the requirements of legislation in the field of information security. The Licensor guarantees that the Software or its parts does not contain elements that knowingly lead to unauthorized destruction, blocking, modification or copying of information, disruption of the computer, computer systems or networks by the User.

6.3. The Licensor guarantees that at the time of the conclusion of this Agreement, he is the legal owner. At the time of the conclusion of this Agreement, there are no rights to the Software burdened by the requirements of third parties, with the exception of those that the Licensor notified the Licensee in writing. Until the conclusion of this Agreement, the Licensor is not aware of the claims of third parties regarding the rights to the Software.

6.4. In accordance with this Agreement and under the terms of this Agreement, the Licensee may transfer non-exclusive rights obtained under this Agreement to third parties in the Territory of the agreement.

6.5. The terms and procedure for transferring Electronic Keys (activation keys) and Software Distributions to the Licensee are determined by Appendix No. 6 to this Agreement.

6.6. To advertise and promote the Software in the Territory of the agreement, the Licensee receives non-exclusive rights to reproduce, distribute, publicly display, import and make available to the public the Demo versions of the Licensor's Software in the Territory of the agreement. The rights are transferred without additional remuneration and are valid for the duration of the contract.

7. NAMES AND TRADEMARKS

7.1. The Licensee receives non-exclusive rights to reproduce, display and display the Licensor's Trademarks on its websites, in marketing (advertising) materials, on the websites of its partners (affiliates), in press releases and in public speeches, if such use, reproduction, demonstration or display related to advertising (promotion) or sale of software (non-exclusive rights to use the software) of the Licensor. The rights are transferred without additional remuneration and are valid for the duration of the contract.

8. RESPONSIBILITIES OF THE PARTIES AND PROCEDURE FOR RESOLUTION OF DISPUTES

8.1. In case of non-fulfillment or improper fulfillment of obligations under this agreement, the Parties shall be liable in accordance with the current legislation of the Russian Federation.

8.2. In the event of claims against the Licensee from third parties related to violation of their copyrights, the Licensor takes all necessary measures to resolve claims, as well as possible disputes, including litigation. The Licensee in such cases is not entitled to act on behalf of the Licensor. The Licensor undertakes to settle the claims, claims, or lawsuits of third parties, as well as to fully reimburse the Licensee for expenses and losses (including legal fees, etc.) rights.

8.3. For untimely transfer of the amount of royalties in accordance with clause 5.2 of this Agreement, the Licensor has the right to collect from the Licensee a penalty in the amount of % for each day of delay in payment of the amount to be transferred, but not more than % of this amount.

8.4. For late provision in accordance with clause 3.1.1 of this Agreement of Electronic keys (activation keys) and / or Software Distributions, the Licensee has the right to collect from the Licensor a penalty in the amount of% for each day of delay from the cost of the relevant rights to use this Software according to the Licensor's Price List , but not more than % of this amount.

8.5. Disputes and disagreements not settled by the Parties arising out of this Agreement or in connection with it shall be subject to consideration by the Arbitration Court in accordance with the current legislation of the Russian Federation.

9. TERM AND TERMINATION OF THE AGREEMENT

9.1. This Agreement shall enter into force from the date of signing by the Parties and shall be valid for calendar years, starting (inclusive) from the date of entry into force of this Agreement. If, days before the expiration of this Agreement, neither of the Parties declares in writing their intention to terminate it, the term of the Agreement is automatically extended for calendar years.

9.2. The transfer of the exclusive right to the non-exclusive rights transferred under this Agreement to another right holder is not a basis for changing or terminating this Agreement.

9.3. This Agreement may be terminated early by mutual agreement of the Parties or one of the Parties by sending a written notice of termination of the Agreement to the other Party. In this case, the Agreement shall terminate its effect one day after the notification is received by the other Party.

10. FINAL PROVISIONS

10.1. The Parties under this Agreement acknowledge that documents transmitted by facsimile or in electronic form (for example, via Internet e-mail) and containing the necessary details have the same legal force (i.e. are authentic) as documents on paper media signed by the officials specified in the document and bearing the seal of the Party that signed the documents, except in cases where this is contrary to applicable law and business document flow rules.

10.2. In the event of a dispute over the execution of this Agreement, the interested Party has the right to submit to the judicial authorities as authentic evidence, documents received by facsimile or in electronic form (for example, via Internet e-mail), certified by the signature of the head and the seal of one of the Parties.

10.3. In everything that is not provided for by this Agreement, the Parties are guided by the current legislation of the Russian Federation.

10.4. All changes and additions to this Agreement and its Annexes are recognized as valid if they are made in writing and signed by authorized representatives of the Parties.

10.5. This Agreement is drawn up in accordance with the legislation of the Russian Federation in Russian in two copies having equal legal force, one for each of the Parties.

BIC:

Signature: