Go to Canlis and find a case that is in regard to the same type of contract you are trying to draft. Read a case as a way to think about how you will need to ensure you try to think of everything that could go WRONG in a contract. Then draft a contract like the samples I provided and at the END of your contract please cite the case you read.

End User License Agreement

License

1. Under this End User License Agreement (the "Agreement"), ________________________ (the

"Vendor") grants to the user (the "Licensee") a non-exclusive and non-transferable license (the

"License") to use ________________________ (the "Software").

2. "Software" includes the executable computer programs and any related printed, electronic and online

documentation and any other files that may accompany the product.

3. Title, copyright, intellectual property rights and distribution rights of the Software remain exclusively

with the Vendor. Intellectual property rights include the look and feel of the Software. This Agreement

constitutes a license for use only and is not in any way a transfer of ownership rights to the Software.

4. This Agreement grants a site license to the Licensee. The Software may be loaded onto a maximum of

________________________ computers.

5. The rights and obligations of this Agreement are personal rights granted to the Licensee only. The

Licensee may not transfer or assign any of the rights or obligations granted under this Agreement to

any other person or legal entity. The Licensee may not make available the Software for use by one or

more third parties.

6. The Software may not be modified, reverse-engineered, or de-compiled in any manner through current or future available technologies.

7. Failure to comply with any of the terms under the License section will be considered a material breach

of this Agreement.

License Fee

8. The original purchase price paid by the Licensee will constitute the entire license fee and is the full

consideration for this Agreement.

Limitation of Liability

9. The Software is provided by the Vendor and accepted by the Licensee "as is". Liability of the Vendor

will be limited to a maximum of the original purchase price of the Software. The Vendor will not be

liable for any general, special, incidental or consequential damages including, but not limited to, loss

of production, loss of profits, loss of revenue, loss of data, or any other business or economic

disadvantage suffered by the Licensee arising out of the use or failure to use the Software.

10. The Vendor makes no warranty expressed or implied regarding the fitness of the Software for a

particular purpose or that the Software will be suitable or appropriate for the specific requirements of

the Licensee.

11. The Vendor does not warrant that use of the Software will be uninterrupted or error-free. The Licensee accepts that software in general is prone to bugs and flaws within an acceptable level as End User License Agreement Page 2 of 4

determined in the industry.

Warrants and Representations

12. The Vendor warrants and represents that it is the copyright holder of the Software. The Vendor

warrants and represents that granting the license to use this Software is not in violation of any other

agreement, copyright or applicable statute.

Acceptance

13. All terms, conditions and obligations of this Agreement will be deemed to be accepted by the

Licensee ("Acceptance") on the opening of the sealed shipping package.

User Support

14. The Licensee will be entitled to one year of phone support available 9:00 AM - 4:00 PM PST , at no

additional cost.

15. The Licensee will be entitled to maintenance upgrades and bug fixes, at no additional cost, for a

period of one year from the date of Acceptance.

Term

16. The term of this Agreement will begin on Acceptance and is perpetual.

Termination

17. This Agreement will be terminated and the License forfeited where the Licensee has failed to comply

with any of the terms of this Agreement or is in breach of this Agreement. On termination of this

Agreement for any reason, the Licensee will promptly destroy the Software or return the Software to

the Vendor.

Force Majeure

18. The Vendor will be free of liability to the Licensee where the Vendor is prevented from executing its

obligations under this Agreement in whole or in part due to Force Majeure, such as earthquake,

typhoon, flood, fire, and war or any other unforeseen and uncontrollable event where the Vendor has

taken any and all appropriate action to mitigate such an event.

Governing Law

19. The Parties to this Agreement submit to the jurisdiction of the courts of the Province of British

Columbia for the enforcement of this Agreement or any arbitration award or decision arising from this

Agreement. This Agreement will be enforced or construed according to the laws of the Province of

British Columbia.

Miscellaneous

20. This Agreement can only be modified in writing signed by both the Vendor and the Licensee.

21. This Agreement does not create or imply any relationship in agency or partnership between the

Vendor and the Licensee. End User License Agreement Page 3 of 4

22. Headings are inserted for the convenience of the parties only and are not to be considered when

interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words

in the masculine gender include the feminine gender and vice versa. Words in the neuter gender

include the masculine gender and the feminine gender and vice versa.

23. If any term, covenant, condition or provision of this Agreement is held by a court of competent

jurisdiction to be invalid, void or unenforceable, it is the parties' intent that such provision be reduced

in scope by the court only to the extent deemed necessary by that court to render the provision

reasonable and enforceable and the remainder of the provisions of this Agreement will in no way be

affected, impaired or invalidated as a result.

24. This Agreement contains the entire agreement between the parties. All understandings have been

included in this Agreement. Representations which may have been made by any party to this

Agreement may in some way be inconsistent with this final written Agreement. All such statements

are declared to be of no value in this Agreement. Only the written terms of this Agreement will bind

the parties.

25. This Agreement and the terms and conditions contained in this Agreement apply to and are binding

upon the Vendor's successors and assigns.

Notices

26. All notices to the Vendor under this Agreement are to be provided at the following address:

________________________

________________________

IN WITNESS WHEREOF _________________and ____________________ have duly affixed their signatures under hand and seal on this _______ day of ______________, _______. (Vendor)
Witness: ______________________ (Sign)	Per:_________________________ (SEAL)
______________________________ (Print)