This SOFTWARE LICENSING AGREEMENT (the “Agreement”), dated as of 
* (the “Effective Date”), is made by and between ONSITE TAXES & FINANCIAL SOLUTIONS LLC DBA THE NETWORK (“Licensor”), a limited liability company organized and existing under the laws of Alabama with offices located at 1857 Duval St, Mobile, AL 36605
and
* (“Licensee”), a * organized and existing under the laws of * with offices located at * (collectively, the “Parties” and individually a “Party”).
RECITALS:
WHEREAS, Licensor wishes to grant to Licensee, and Licensee wishes to obtain a license to such Tax Software (OTL, CROSSLINK, DRAKE,and TAXSLAYER, for the uses and purposes described herein, each subject to the terms and conditions set forth herein,
NOW, THEREFORE, in consideration of the mutual promises and covenants set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which the Parties hereby acknowledge, the Parties, intending to be legally bound hereby, agree to the foregoing and as follows:
1. Definitions.
a) Authorized User. Authorized User is defined as each employee or agent assisting Licensee, or acting on Licensee ’s behalf, to exercise Licensee ’s rights or perform Licensee ’s obligations under this Agreement and is further specified in Exhibit A.
b) Confidential Information. Confidential Information means any non-public information in any form and however transmitted, whether orally, visually, in writing, or by electronic communication, that both Parties reasonably and in good faith deem to be confidential or proprietary. Confidential Information includes but is not limited to, technological disclosures, trade secrets, ideas, concepts, know-how, business operations, plans, strategies, customer information, pricing information, and any other information that the disclosing Party is contractually or otherwise bound to keep confidential. Confidential Information may, but is not obligated to be designated, marked, or otherwise identified as “confidential.”
c) Documentation. Documentation means any and all manuals, instructions, and other end-user materials that Licensor provides to Licensee describing the software's functionality, components, technical specifications, capabilities, requirements, or limitations. Documentation may include, but is not limited to, aspects of the software that are of practical importance to Licensee, such as instructions on installation, configuration, integration, operation, use, support, or maintenance.
d) Law. Law means any statute, code, ordinance, rule, regulation, constitution, order, treaty, precedent, judgment, or other legal requirements of any authority of competent jurisdiction, including, but not limited to, federal, state, local, or foreign governments, political agencies or subdivisions thereof, or any appropriate courts or tribunals.
e) Licensed Software. Licensed software means the current software version and release number of _____________, any ancillary data files, modules, libraries, tutorials, or demonstration programs, and any Maintenance Releases provided to Licensee according to this Agreement.
f) Non-Exclusive. Non-Exclusive is defined as Licensor’s ability to grant the same rights granted to Licensee herein to other persons or entities.
g) Non-Sublicensable. Non-Sublicensable is defined as Licensee ’s inability to license rights to the Property granted herein to other persons or entities.
h) Property. Property is defined as certain materials that Licensee purchases the licensing rights to from Licensor and is further specified in Exhibit A.
i) Maintenance Release. Maintenance Release means any update, upgrade, release, or other adaptation or modification of the Licensed Software or Documentation that Licensor may optionally and periodically provide to Licensee during the Term. Such release may include, but is not limited to, error corrections, enhancements, improvements, or other changes to the Licensed Software's functionality, compatibility, capabilities, performance, efficiency, user interface, or quality. Such release is separate and distinct from any New Version Licensor may choose to release during the Term.
j) New Version. New Version means any new variant of the Licensed Software that Licensor may introduce and market from time to time as a distinct licensed product. A New Version may be indicated by Licensor's designation of a new version or release number. Licensor may make a New Version available to Licensee at an additional cost under a separate agreement or by written amendment.
k) Permitted Use. Permitted Use means use of the Licensed Software by an authorized user for the benefit of Licensee in its ordinary course of internal business operations.
2. License Grant. Subject to the terms and conditions of this Agreement and the Parties' compliance therewith, Licensor hereby grants to Licensee, solely for defined Permitted Use, a Non-Exclusive, Non-Sublicensable, and non-transferable license to use the Licensed Software and Documentation during the Agreement Term.
a) Scope of Licensed Access and Use. Licensee can install, use, and run the Licensed Software on computers or electronic devices for up to 10 authorized users concurrently.
b) Additional Copy. Licensee is permitted to duplicate a copy of the Licensed Software exclusively for testing, disaster recovery, or archival purposes. Any copy of the Licensed Software made by Licensee, for any authorized or unauthorized purposes, continues to be Licensor's exclusive property, is subject to the terms and conditions of this Agreement, and must include all Intellectual Property Rights notices contained in the original Licensed Software and Documentation.
c) Modifications. Licensee and its Authorized Users shall not, and not permit others to, directly or indirectly translate, reproduce, alter, or create derivative works of all or any part of the Property, such as [PRODUCTS/SERVICES SIMILAR TO YOUR BUSINESS] that repackages, without limitation, any ideas, tools used, and resources mentioned in the Property. If Licensee suggests new features or functionality that Licensor, and its successors and assigns, in their sole discretion, adopts for the Property, such new features or functionality will be the sole and exclusive property of Licensor, and any and all claims of Licensee as to the same are hereby waived and released. If Licensee acquires any rights in the Property by operation of law or otherwise, Licensee hereby irrevocably assigns such rights to Licensor without further action by either Party.
3. License Restrictions. Licensee acknowledges and agrees not to:
a) use the Licensed Software in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Rights or any applicable Law;
b) use the Licensed Software for the purposes of (i) comparative or competitive analysis of the Licensed Software; (ii) developing, using, or providing a competing software product or service; or (iii) any other purpose that is to Licensor's detriment or commercial disadvantage; or
c) use the Licensed Software, Documentation, or any Open-Source Components for any purpose not expressly permitted under Permitted Use or in any manner not expressly permitted by this Agreement.
4. Term. The term of this Agreement commences as of the Effective Date and will continue in effect for one year unless terminated earlier, pursuant to this Agreement, and unless terminated earlier as provided herein, shall automatically be extended every TWO YEARS thereafter by Licensee ’s payment of the License Renewal Fee (the “Term”).
a) Termination. This Agreement may be terminated at any time by: (i) Licensor if Licensee fails to make payment where such failures continue more than five business days after the due date, effective on written notice of termination to Licensee; (ii) either Party for the other Party's material breach of this Agreement that is incurable or uncured by breaching party for 30 days after being served with notice of breach and demand for cure, effective on written termination notice to the breaching Party; (iii) both Parties upon mutual written agreement; and (iv) Licensor, effective immediately irrespective of written notice, if Licensee
i. is dissolved or liquidated or takes any corporate action for such purposes;
ii. becomes insolvent or is generally unable to pay its debts as they become due;
iii. becomes the subject of any bankruptcy proceedings, voluntary or involuntary, under any domestic or foreign bankruptcy or insolvency Law;
iv. makes or seeks to make a general assignment for the benefit of its creditors; or
v. applies for, or consents to, the appointment of a trustee, receiver, or custodian for a substantial part of its property.
b) Effect of Termination. Upon early termination or the natural expiration of this Agreement, all licenses, rights, and authorizations granted to Licensee herein will immediately terminate and Licensee will: (i) promptly cease all use of the Licensed Software and Documentation; within five business days deliver to Licensor, or at Licensor's written request, destroy and permanently erase from all Licensee's and their representatives' devices, equipment, and systems, the Licensed Software, Documentation, and all Licensor's Confidential Information; and certify in writing that Licensee, and any of Licensee's representatives, has complied with the termination requirements herein. It is further understood and agreed that all amounts payable of any kind under this Agreement are immediately due and payable effective on the expiration date or early termination date.
5. Fees, Payments, and Taxes. In consideration of the rights and services granted to Licensee under this Agreement, Licensee agrees to pay to Licensor the following fees in accordance to the payment terms set forth in this Agreement:
a) Initial Fee is defined as the sum of Two Thousand Dollars plus processing fees of 2.9% (US $199.99+ 2.9 (PROCESSING FEE) for the creation and maintenance of the Property. b) License Renewal Fee. is defined as the sum of Two Thousand Dollars plus processing fees of 2.9% United States Dollars US $199.99 for a continued license to the Property. Processing fee is fifty-eight dollars $6.
c) Training Fee. The total training fee is additional for all training services.
b) Taxes. All fees are exclusive of taxes, duties, and other similar assessments. Licensee is responsible for all sales, service, use, exercise, and all other similar taxes, duties, and charges of any kind imposed by any governmental, federal, state, local, or regulatory authority on any amounts payable by Licensee hereunder. Notwithstanding the forgoing, Licensor is solely responsible for its own income tax.
c) No Refunds. Licensee shall not be entitled to a refund of any portion of the fees or payments that Licensee paid, and Licensee shall remain obligated to pay the remainder of any unpaid portion of the Initial Fee and the License Renewal Fee, as applicable.
d) Late Payment. If any payment to Licensor is delinquent, then in addition to all other remedies available to Licensor,
i. Licensor may charge interest on the past due amount at a rate no higher than the highest rate permitted under applicable Law;
ii. Licensee must reimburse Licensor for all reasonable costs incurred to collect any and all late payment and associated interest amounts, including, but not limited to, any attorneys' fee, court costs, and collection agency fees; and
iii. if payment delinquency continues for five business days following written notice or demand for payment, Licensor may exercise any or all of the following remedies: (1) technologically disable Licensee 's use of the Licensed Software; (2) withhold, suspend, or revoke this license grant; and (3) terminate this Agreement pursuant to the Termination section.
6. Confidential Information. Licensor may disclose or make available to Licensee Confidential Information, which Licensee shall protect with no less than a commercially reasonable degree of care and shall use solely for the purpose of performing its obligations or exercising its rights pursuant to this Agreement. Confidential Information does not include information that is or becomes publicly available other than as a result of any breach of this Agreement by Licensee. Upon termination or expiration of this Agreement or Licensor’s request, Licensee shall within Thirty days before the new tax season. 30 days, at Licensor’s option, either return to Licensor or destroy all Confidential Information in its possession and certify in signed writing to Licensor the destruction or return of such Confidential Information. Notwithstanding the foregoing, Licensee may disclose Confidential Information when required by statute or court of law.
7. Noncompetition. The Licensee agrees that during the term of this agreement and for 12 consecutive months after the termination of this agreement, it will not solicit business from any Licensor or work for any Licensor of Licensor without prior written consent. Furthermore, Licensee agrees not to contact any customers or clients of Licensor (other than for the purpose of providing the Service Provider’s Services), including but not limited to for the purpose of circumventing Licensor or competing with Client, or discussing the economics of Client’s relationship with Licensee with Client’s customers. If Licensee breaches this provision, in addition to actual damages, Licensee agrees to a liquidated damage amount of $10,000.00 per breach, as actual damages are difficult to quantify.
8. Representations and Warranties. Each Party represents, warrants, and covenants to the other Party that:
a) it is duly established, validly existing, and in good standing to conduct business as a sole proprietorship, partnership, company, corporation, trust, organization, or any other valid entity under the Laws of its jurisdiction;
b) it has the full right, power, and authority to enter into this Agreement;
c) it is capable of performing its obligations and granting any licenses, rights, and authorizations specified under this Agreement;
d) the executing representative for each Party is duly authorized to represent each Party in this Agreement by all necessary business formalities and organizational actions; and
e) this Agreement is legal, valid, binding on, and enforceable against each Party when fully and mutually executed and delivered.
9. Disclaimer of Representations and Warranties. THE PROPERTY IS PROVIDED “AS IS,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT.
10. LIMITATION OF LIABILITY. LICENSOR WILL NOT BE LIABLE UNDER ANY THEORY OF LIABILITY, IN CONNECTION WITH THIS AGREEMENT TO LICENSEE OR ANY OTHER THIRD PARTY CLAIMING THROUGH IT OR LICENSEE, FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, LIQUIDATED, SPECIAL, OR EXEMPLARY DAMAGES, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE.
11. Indemnification. Licensee acknowledges and agrees to indemnify, defend, and hold harmless Licensor and their respective officers, trustees, employees and agents (collectively, the “Indemnitees”) from and against any and all costs, claims, judgments, liabilities, damages or expenses of every kind and nature (including, without limitation, court costs and attorneys’ fees) to which they may be subject because of any act or omission of Service Provider, its agents, employees or subcontractors in connection with this Agreement or because of any negligence or any fault or default of Service Provider, its agents, employees or subcontractors. The foregoing indemnification shall survive the termination and/or expiration of this Agreement.
12. Non-Waiver. Failure of either Party or its representatives to enforce or otherwise require the performance of any of the terms and conditions of this Agreement, at the time or in the manner that said terms and conditions are set forth herein, shall not be deemed a waiver of any such terms or conditions by either Party and the same may be selectively enforced or raised as a basis of a claim or cause of action at the option of either Party.
13. No Release. Termination of this Agreement, whether by expiration of its Term or otherwise, shall not release Licensee from any liability to Client.
14. Notices. All notices hereunder shall be in writing and delivered by either: (i) email communication, (ii) certified mail, or (iii) personal service. Notices sent, shall be deemed received on the first business day after the notice was sent. The addresses for notices are as follows:
TO LICENSOR: Onsite Taxes & Financial Solutions LLC; info@honeyconsulting.org; 1857 Duval Street Mobile, Al 36605
TO LICENSEE: * ; * ; *
15. Disputes. The Parties agree that any breach or performance dispute between the Parties relating to this Agreement shall first be submitted in writing to a senior executive of both the Licensee and Licensor who shall confer in person or via telephone in a good faith effort to resolve such dispute. Any decisions of the executives shall be final and binding on both the Licensee and Client. In the event of a disagreement or dispute regarding any matter covered by this Agreement, which is not resolved by mutual agreement, such dispute shall be solely and finally settled by a competent court of law in the state of Alabama in the County of Mobile. Notwithstanding the foregoing, the Parties hereby endorse informal resolution of disputes. These provisions for informal attempts at dispute resolution should be construed as formal conditions precedent in the event either Party believes that it is necessary to seek relief from the courts.
a) Attorneys’ fees and collection costs. In the event there is dispute regarding any provision of this Agreement, both Parties acknowledge and agree that the prevailing Party will be entitled to the costs and expenses incurred by the prevailing Party in the dispute, including but not limited to, all out-of-pocket costs of collection, court costs, and reasonable attorney fees and expenses.
16. Force Majeure. If performance of the Services or any obligation under this Agreement is prevented, restricted, or interfered with by causes beyond either Party’s reasonable control (“Force Majeure”), and if the Party is unable to carry out its obligations and gives the other Party prompt written notice of such event, then the obligations of the Party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lockouts, work stoppages or other labor disputes, or supplier failures. The excused Party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a Party if committed, omitted, or caused by such Party, or its employees, officers, agents, or affiliates.
17. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Alabama without giving effect to the principles of conflict of laws thereof.
18. Survival. Any right or obligation of the Parties which, by its nature, ought to survive termination or expiration of this Agreement, including but not limited to, Indemnification, Confidential Information, Representations and Warranties, Disputes, shall survive any such termination or expiration of this Agreement.
19. Miscellaneous.
(a) Entire Agreement. This Agreement constitutes the entire agreement between the Parties, and supersedes all prior writings, correspondence, and contracts regarding the subject matter of this Agreement. No prior oral or written statements, representations or other material not specifically incorporated herein shall be of any force and effect.
(b) Captions. The captions of this Agreement are for convenience of reference only and in no way define, limit, or describe the scope or intent of the Agreement or in any way affects this Agreement.
(c) Completeness. This Agreement contains all the terms and conditions agreed upon by the Parties hereto, and no other agreement, oral or otherwise, regarding the subject matter of this Agreement shall be deemed to exist or to bind either of the Parties hereto.
(d) Severability. If any clause, provision, or section of this Agreement is ruled invalid by any court of competent jurisdiction, the invalidity of such clause, provision or section shall not affect any of the remaining provisions hereof.
(e) Execution. Any facsimile or electronic transmittal of original signature versions of this Agreement shall be considered to have the same legal effect as execution and delivery of the original document and shall be treated in all manner and respects as the original document. This Agreement may be executed in duplicate counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument.
[Signature Page Follows]
IN WITNESS WHEREOF, the Parties have executed this Agreement on the date and year first above written.
Licensee: *
Name: * *
Signature: ![]()
*
Title: *
Date: *