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Commercial License Agreement Template

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SolGuard Commercial License Agreement Template

Draft template only. Not legal advice.

1. Parties

This Commercial License Agreement ("Agreement") is entered into by and between:

  • Licensor: SolGuard / Alt Research
  • Licensee: [Legal Name]

Effective Date: [YYYY-MM-DD]

2. Background

The Licensed Work is distributed publicly under Business Source License 1.1 (BUSL-1.1). The parties want to permit commercial or production use of the Licensed Work under this Agreement.

3. Definitions

  • Licensed Work means SolGuard and any identified covered components listed in the commercial order form.
  • Commercial Use means use in a production environment, in a paid service, or in a product made available to third parties for value.
  • Production Environment means any live environment that processes real data, serves end users, or supports business operations.
  • Order Form means the written commercial quote or purchase order signed by both parties.

4. License Grant

Subject to this Agreement and payment of all applicable fees, Licensor grants Licensee a non-exclusive, non-transferable, non-sublicensable license to:

  • use the Licensed Work for Commercial Use
  • deploy the Licensed Work in production
  • internally modify the Licensed Work for the Licensee's own use
  • [optional] redistribute the Licensed Work to affiliates or contractors solely for the Licensee's authorized use

Any rights not expressly granted are reserved by Licensor.

5. Restrictions

Unless otherwise stated in the Order Form, Licensee must not:

  • remove or alter copyright or license notices
  • sublicense the Licensed Work to third parties
  • publish the Licensed Work as a standalone competing product
  • use the Licensed Work outside the scope of the paid rights granted here
  • claim ownership of the Licensed Work or Licensor's trademarks

6. Support and Service Levels

If included in the Order Form, Licensor may provide:

  • email support
  • onboarding sessions
  • custom integration assistance
  • priority bug fixes
  • service-level commitments

Support response times and escalation procedures should be defined in the Order Form or an attached SLA.

7. Fees and Payment

Licensee will pay the fees described in the Order Form. Payment terms:

  • invoice due within [30] days unless otherwise agreed
  • taxes are the responsibility of the paying party unless prohibited by law

8. Audit and Verification

Licensor may reasonably request written confirmation that Licensee's use stays within the scope of this Agreement. Any audit right should be narrowly scoped and commercially reasonable.

9. Intellectual Property

Licensor retains all right, title, and interest in the Licensed Work, including all intellectual property rights not expressly granted under this Agreement.

Licensee retains ownership of its own data, integrations, and modifications that are independently developed and not derivative of the Licensed Work, to the extent permitted by law.

10. Confidentiality

If the parties share non-public technical or commercial information, each party should keep that information confidential and use it only for the purpose of this Agreement.

11. Warranty Disclaimer

Except as expressly stated in the Order Form, the Licensed Work is provided "as is" and without warranties of any kind, to the maximum extent permitted by law.

12. Limitation of Liability

To the maximum extent permitted by law, each party's total liability arising out of this Agreement is limited to the amount paid by Licensee under the Order Form during the [12] months before the claim arose, except for exclusions required by law.

13. Term and Termination

This Agreement begins on the Effective Date and continues until terminated.

Either party may terminate for material breach if the breach is not cured within [30] days after written notice.

Upon termination:

  • Licensee must stop Commercial Use
  • accrued payment obligations remain due
  • surviving clauses continue as needed

14. Change of Scope

If Licensee's use changes materially, the parties will update the Order Form or sign a new agreement.

15. Governing Law

Governing law and venue:

  • [Jurisdiction]
  • [Venue]

16. Signatures

Licensor

Name: ____________________

Title: ____________________

Signature: ________________

Date: _____________________

Licensee

Name: ____________________

Title: ____________________

Signature: ________________

Date: _____________________