Draft Version 1.0
This Commercial License Agreement ("Agreement") is entered into as of the Effective Date by and between:
Licensor:
Philipp Mieden
[Address]
[Email]
Licensee:
[Company Name]
[Address]
[Contact Email]
(each a "Party" and collectively the "Parties")
WHEREAS, Licensor is the owner and developer of NETCAP, a network traffic analysis framework (the "Software");
WHEREAS, the Software is publicly available under the GNU General Public License v3.0 ("GPL-3.0"), which requires derivative works to be distributed under the same license;
WHEREAS, Licensee wishes to obtain a commercial license to use the Software without the restrictions of the GPL-3.0;
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, the Parties agree as follows:
1.1 "Derivative Work" means any work that is based on or derived from the Software, including modifications, enhancements, translations, adaptations, or any work that would constitute a derivative work under copyright law.
1.2 "Documentation" means user manuals, technical specifications, API documentation, and other written materials provided by Licensor relating to the Software.
1.3 "Effective Date" means the date this Agreement is signed by both Parties.
1.4 "License Fees" means the fees payable by Licensee as specified in Schedule A.
1.5 "Licensed Product" means any product, service, or application developed by Licensee that incorporates or is based on the Software or any Derivative Work.
1.6 "Software" means the NETCAP software, including all source code, object code, libraries, APIs, and associated Documentation, as provided by Licensor under this Agreement.
1.7 "Term" means the period during which this Agreement is in effect, as specified in Section 9.
1.8 "Updates" means bug fixes, patches, minor version releases, and security updates to the Software.
1.9 "Upgrades" means major version releases that include significant new features or functionality.
2.1 Commercial License. Subject to the terms of this Agreement and payment of the License Fees, Licensor grants to Licensee a:
- Non-exclusive (unless otherwise specified in Schedule A)
- Worldwide (unless otherwise specified in Schedule A)
- Perpetual (for perpetual licenses) or Term-based (as specified in Schedule A)
- Royalty-free (after payment of License Fees)
license to:
(a) Use the Software internally for development, testing, and production purposes;
(b) Modify the Software and create Derivative Works;
(c) Distribute the Software, Derivative Works, and Licensed Products in source and/or object code form, without obligation to:
- Disclose source code to end users or third parties;
- Apply the GPL-3.0 or any open-source license to Derivative Works or Licensed Products;
- Provide attribution (except as specified in Section 4);
(d) Sublicense the rights granted herein to Licensee's affiliates, subsidiaries, contractors, and end users, provided such sublicenses are consistent with this Agreement.
2.2 Scope. This license permits Licensee to incorporate the Software into proprietary, closed-source products and to commercially exploit such products without restriction, subject to the terms herein.
2.3 Reservation of Rights. Licensor retains all rights not expressly granted under this Agreement. Nothing in this Agreement shall prevent Licensor from licensing the Software to other parties or from continuing to offer the Software under the GPL-3.0.
3.1 No Trademark License. This Agreement does not grant Licensee any rights to use Licensor's trademarks, service marks, trade names, or logos, except as required for reasonable and customary attribution.
3.2 No Competing License. Licensee shall not sublicense the Software under the GPL-3.0 or any other open-source license that would impose copyleft or similar restrictions on Derivative Works or Licensed Products.
3.3 Export Compliance. Licensee shall comply with all applicable export control laws and regulations in connection with the Software.
4.1 Attribution Requirements. Unless waived in writing by Licensor, Licensee shall include the following attribution in Licensed Products:
- In documentation: "This product includes NETCAP technology, developed by Philipp Mieden."
- In "About" dialogs or similar user interfaces (optional but appreciated).
4.2 Waiver. Licensor may waive or modify the attribution requirements upon written request from Licensee.
5.1 Delivery. Upon execution of this Agreement and payment of the initial License Fees, Licensor shall provide Licensee with:
(a) Access to the Software source code repository (private or commercial branch);
(b) Documentation;
(c) Any license keys or credentials required for use.
5.2 Acceptance. The Software shall be deemed accepted upon delivery unless Licensee notifies Licensor of material defects within thirty (30) days.
6.1 Support Services. If specified in Schedule A, Licensor shall provide technical support services, which may include:
(a) Email and/or ticket-based support during business hours;
(b) Response time commitments as specified in Schedule A;
(c) Bug fixes and Updates;
(d) Reasonable assistance with integration and deployment.
6.2 Upgrades. Access to Upgrades may require payment of additional fees as specified in Schedule A.
6.3 Support Term. Support services shall be provided for the period specified in Schedule A and may be renewed upon mutual agreement.
7.1 License Fees. Licensee shall pay the License Fees specified in Schedule A in accordance with the payment terms therein.
7.2 Taxes. All fees are exclusive of taxes. Licensee is responsible for all applicable taxes, except for taxes based on Licensor's income.
7.3 Late Payment. Overdue amounts shall bear interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower.
8.1 Ownership. Licensor retains all right, title, and interest in and to the Software, including all intellectual property rights therein. This Agreement does not transfer ownership of the Software to Licensee.
8.2 Licensee Modifications. Licensee shall own all intellectual property rights in Derivative Works and Licensed Products created by Licensee, subject to Licensor's underlying rights in the Software.
8.3 Feedback. If Licensee provides feedback, suggestions, or improvements to Licensor regarding the Software, Licensor may use such feedback without obligation to Licensee.
9.1 Term. This Agreement shall commence on the Effective Date and continue for the term specified in Schedule A.
9.2 Termination for Breach. Either Party may terminate this Agreement upon thirty (30) days' written notice if the other Party materially breaches this Agreement and fails to cure such breach within the notice period.
9.3 Termination for Insolvency. Either Party may terminate this Agreement immediately upon written notice if the other Party becomes insolvent, files for bankruptcy, or ceases to conduct business.
9.4 Effect of Termination.
(a) Perpetual Licenses: If Licensee has purchased a perpetual license and this Agreement is terminated for reasons other than Licensee's breach, Licensee's license rights shall survive termination, subject to continued compliance with this Agreement.
(b) Term-Based Licenses: Upon termination or expiration, Licensee's license rights shall terminate, and Licensee shall cease use and distribution of the Software.
(c) Survival: Sections 3, 4, 7, 8, 10, 11, 12, and 13 shall survive termination.
10.1 Licensor Warranties. Licensor warrants that:
(a) Licensor has the right to grant the licenses contained in this Agreement;
(b) The Software, as delivered, does not infringe any third-party intellectual property rights known to Licensor;
(c) The Software will perform substantially in accordance with the Documentation for a period of ninety (90) days from delivery.
10.2 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. LICENSOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
11.1 Exclusion of Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR BUSINESS OPPORTUNITIES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11.2 Cap on Liability. EXCEPT FOR BREACHES OF SECTION 2 (LICENSE GRANT) OR SECTION 3 (RESTRICTIONS), EACH PARTY'S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL LICENSE FEES PAID BY LICENSEE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.
11.3 Exceptions. The limitations in this Section 11 shall not apply to: (a) a Party's indemnification obligations; (b) gross negligence or willful misconduct; or (c) breaches of confidentiality obligations.
12.1 By Licensor. Licensor shall indemnify, defend, and hold harmless Licensee from any third-party claims alleging that the Software, as delivered, infringes such third party's intellectual property rights, provided that:
(a) Licensee promptly notifies Licensor of the claim;
(b) Licensor has sole control of the defense and settlement;
(c) Licensee provides reasonable cooperation.
12.2 Exclusions. Licensor's indemnification obligation shall not apply to claims arising from: (a) modifications to the Software not made by Licensor; (b) combination of the Software with other products or services; or (c) Licensee's breach of this Agreement.
12.3 Remedies. If the Software becomes the subject of an infringement claim, Licensor may, at its option: (a) procure the right for Licensee to continue using the Software; (b) modify the Software to make it non-infringing; or (c) if neither (a) nor (b) is commercially feasible, terminate this Agreement and refund a pro-rata portion of the License Fees.
13.1 Governing Law. This Agreement shall be governed by the laws of the Netherlands, without regard to its conflict of law provisions.
13.2 Dispute Resolution. Any disputes arising from this Agreement shall be subject to the exclusive jurisdiction of the courts of Amsterdam, the Netherlands.
13.3 Entire Agreement. This Agreement, including all Schedules, constitutes the entire agreement between the Parties and supersedes all prior agreements, understandings, and negotiations.
13.4 Amendment. This Agreement may only be amended by a written instrument signed by both Parties.
13.5 Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party, except that either Party may assign this Agreement to a successor in connection with a merger, acquisition, or sale of all or substantially all of its assets.
13.6 Severability. If any provision of this Agreement is found to be unenforceable, the remaining provisions shall continue in full force and effect.
13.7 Waiver. Failure to enforce any provision of this Agreement shall not constitute a waiver of such provision or any other provision.
13.8 Notices. All notices under this Agreement shall be in writing and sent to the addresses specified above (or such other addresses as may be designated in writing).
13.9 Independent Contractors. The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, or agency relationship.
13.10 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original.
LICENSOR:
Signature: _______________________________________________
Printed Name: Philipp Mieden
Title: _______________________________________________
Date: _______________________________________________
LICENSEE:
Signature: _______________________________________________
Printed Name: _______________________________________________
Title: _______________________________________________
Date: _______________________________________________
- Perpetual License - One-time fee, indefinite use rights
- Annual Subscription - Yearly fee, renewable
- Project License - Licensed for a specific project/product
- Standard - Single product/application
- Enterprise - Unlimited products within Licensee's organization
- OEM/Redistribution - Rights to redistribute in commercial products
- Worldwide
- Limited to: _______________________________________________
- Non-exclusive (standard)
- Exclusive for: _______________________________________________
| Item | Amount | Payment Terms |
|---|---|---|
| Initial License Fee | EUR __________ | Due upon execution |
| Annual Maintenance/Support | EUR __________ | Due annually |
| Per-Seat Fee (if applicable) | EUR __________ per seat | |
| Royalty (if applicable) | __________% of revenue | Quarterly |
- No Support - Self-service only
- Basic Support - Email support, 5 business day response
- Standard Support - Email/ticket support, 2 business day response
- Premium Support - Priority support, 1 business day response, phone support
- Enterprise Support - 24/7 support, dedicated account manager, SLA
This is a draft template. Legal review is recommended before use.