SDK License Agreement

SDK License Agreement Template

This SDK License Agreement (“Agreement”) is entered into on [Date], by and between:

Licensor (Software Owner):
Name: __________________________
Address: __________________________
Email: __________________________
Phone: __________________________

Licensee (Developer/Company):
Name: __________________________
Address: __________________________
Email: __________________________
Phone: __________________________

Collectively referred to as the “Parties.”

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.

• Late payments will incur interest at [X]% per month.

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.

Signatures

Licensor Signature: ____________________________ Date: _________
Printed Name & Title: _________________________________________

Licensee Signature: ____________________________ Date: _________
Printed Name & Title: _________________________________________