Free SDK License Agreement Template: Usage Rights, Restrictions & Fees

Licensor (Software Owner):

Name: __________________________

Address: __________________________

Email: __________________________

Phone: __________________________

Licensee (Developer/Company):

Name: __________________________

Address: __________________________

Email: __________________________

Phone: __________________________

1. Grant of License

The Licensor grants the Licensee a limited, non-exclusive, non-transferable license to:

• Use the SDK for developing applications.
• Integrate the SDK into software products for internal or commercial use, as specified in this Agreement.

The Licensee shall not sublicense, sell, or distribute the SDK without prior written consent.

2. Restrictions

The Licensee agrees not to:

• Reverse engineer, decompile, or disassemble the SDK.
• Use the SDK for illegal or unauthorized purposes.
• Modify or remove copyright notices or proprietary labels.
• Integrate the SDK into competing software without consent.

3. Intellectual Property Rights

• All rights, title, and interest in the SDK remain with the Licensor.
• The Licensee retains ownership of applications developed using the SDK, except for embedded SDK components.

4. Fees and Payment (If Applicable)

• License fees shall be paid according to Exhibit A – Fee Schedule.

5. Confidentiality

Both Parties agree to maintain the confidentiality of non-public information exchanged in relation to the SDK, including source code and technical documentation.

6. Support and Updates

• The Licensor may provide updates, patches, or enhancements at its discretion.
• Support services will be provided according to Exhibit B – Support Terms, if applicable.

7. Warranties and Disclaimers

• The SDK is provided "as-is" without warranties of any kind, unless specified in writing.
• The Licensor does not guarantee that the SDK will be error-free or meet all operational requirements.

8. Limitation of Liability

The Licensor's total liability shall not exceed the amount paid by the Licensee under this Agreement. Neither Party shall be liable for indirect, incidental, or consequential damages.

9. Term and Termination

This Agreement remains in effect until terminated by either Party with [X days] written notice. Upon termination, the Licensee must cease all use of the SDK and delete all copies.

10. Compliance with Laws

The Licensee agrees to comply with all applicable laws and regulations related to software use and data privacy.

11. Governing Law

This Agreement shall be governed by the laws of [State/Country].

12. Entire Agreement

This Agreement represents the full understanding between the Parties and supersedes all prior agreements or communications.