Proprietary Software License Agreement

IMPORTANT: READ CAREFULLY BEFORE USING THE SOFTWARE. BY USING THE SOFTWARE, YOU (THE "LICENSEE") AGREE TO BE BOUND BY THE TERMS OF THIS LICENSE AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT USE THE SOFTWARE.

1. Grant of License
   1.1. License Grant: The Licensor grants the Licensee a non-exclusive, non-transferable license to use the software ("Software") subject to the terms and conditions of this Agreement.
   1.2. Permitted Use: The Licensee may use the Software for internal purposes only and within the Licensee's organization.
   1.3. Restrictions: The Licensee shall not modify, distribute, sublicense, or reverse engineer the Software, in whole or in part, without the prior written consent of the Licensor.

2. Ownership and Intellectual Property Rights
   2.1. Ownership: The Licensee acknowledges that the Software and all intellectual property rights related to the Software are and shall remain the exclusive property of the Licensor.
   2.2. Confidentiality: The Licensee shall treat the Software and all related information as confidential and shall not disclose it to any third party without the prior written consent of the Licensor.

3. Term and Termination
   3.1. Term: This Agreement shall remain in effect unless terminated as set forth herein.
   3.2. Termination: The Licensor may terminate this Agreement immediately and without notice if the Licensee breaches any provision of this Agreement.
   3.3. Effect of Termination: Upon termination, the Licensee shall immediately cease using the Software and destroy all copies of the Software in its possession.

4. Warranty Disclaimer
   THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LICENSOR DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT.

5. Limitation of Liability
   TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE LICENSOR BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

6. Governing Law and Jurisdiction
   This Agreement shall be governed by and construed in accordance with the laws of [Jurisdiction]. Any disputes arising under or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of [Jurisdiction].

7. Entire Agreement
   This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, and representations.

By using the Software, the Licensee acknowledges that they have read and understood this Agreement and agree to be bound by its terms and conditions.

