A Puerto Rico Software License and Distribution Agreement is a legally binding contract between the owner or developer of software (licensor) and a third party (licensee) in Puerto Rico. This agreement grants the licensee the right to use, distribute, sell, or market the software developed by the licensor. This type of agreement is essential to protect the intellectual property rights of the software developer while outlining the terms and conditions under which the software can be used, distributed, and licensed. The Puerto Rico Software License and Distribution Agreement typically includes the following key elements: 1. Ownership: The agreement clearly establishes that the licensor retains full ownership of the software and any associated intellectual property rights. 2. License Grant: The agreement grants the licensee a non-exclusive, non-transferable license to use, distribute, and market the software within Puerto Rico. The scope of the license may specify whether it covers a particular version, upgrades, or additional modules. 3. Territory: The agreement defines the geographical limitations of the license, clarifying that it applies only to Puerto Rico. 4. Restrictions: The agreement may include restrictions on the licensee, such as prohibiting modifications to the software, reverse engineering, or creating derivative works without prior consent from the licensor. 5. License Fees and Royalties: The agreement may mention the fees or royalties payable by the licensee for the use and distribution of the software. It may outline the payment terms, such as upfront license fees, ongoing royalties, or revenue-sharing agreements. 6. Support and Maintenance: The agreement can address the level of support and maintenance the licensor will provide to the licensee. This may include bug fixes, updates, or technical assistance. 7. Term and Termination: The agreement specifies the duration of the licensing arrangement and the conditions under which either party can terminate the agreement, such as breaches of the agreed terms. 8. Liability and Indemnification: The agreement may outline the licensor's liability limitations and disclaimers, as well as the parties' obligations to indemnify each other for any third-party claims arising from the use or distribution of the software. Different types or variations of Puerto Rico Software License and Distribution Agreements may exist based on specific conditions or industry requirements. For example: 1. Exclusive License Agreement: This agreement grants the licensee the sole right to distribute and market the software within Puerto Rico. 2. Non-exclusive License Agreement: This agreement allows multiple licensees to distribute and market the software in Puerto Rico simultaneously. 3. OEM (Original Equipment Manufacturer) Agreement: This type of agreement allows the licensee to pre-install or bundle the software with their hardware or products for distribution, typically with customized branding. In conclusion, a Puerto Rico Software License and Distribution Agreement is a crucial legal instrument that governs the licensing, distribution, and use of software within Puerto Rico, ensuring clarity, protection of intellectual property, and defining the rights and obligations of the licensor and licensee.
Para su conveniencia, debajo del texto en español le brindamos la versión completa de este formulario en inglés. For your convenience, the complete English version of this form is attached below the Spanish version.