Name: Tosha Brown

SOFTWARE WARRANTY ASSIGNMENT

Below is a sample of a Software Licensing Agreement. The licensor is the owner
of the software, and it is permitting the licensee to use it for a fee. You should thorough
analyze the following clauses in this agreement: 3, 4, 5, 6, 7, 8, 9, 11, 12, 13, 14, and
15. You should determine and indicate if they are legally enforceable (and why or why
not), and if so, what is their effect? Pay particular attention to the disclaimer of
warranties, the limits on remedies and damages, and any other issues we have
discussed in the course.
Please type your answers and Submit it to the DropBOX by 11:30 pm on the
due date.
Software License Agreement
1. This is an agreement between Licensor and Licensee, who is being licensed to
use the named Software.
2. Licensee acknowledges that this is only a limited nonexclusive license. Licensor
is and remains the owner of all titles, rights, and interests in the Software.
3. This License permits Licensee to install the Software on more than one computer
system, as long as the Software will not be used on more than one computer
system simultaneously. Licensee will not make copies of the Software or allow
copies of the Software to be made by others, unless authorized by this License
Agreement. Licensee may make copies of the Software for backup purposes
only. This is enforceable but it is not practical this is very vague and would be a
defense for the licensee for the terms to breach the contract. This would be an
issue that would come up between licensor and licensee.
4. Payment of the license fee shall be made upon delivery of the Software.
Payment of any other amount owed by Licensee to Licensor pursuant to this
Agreement shall be paid within thirty (30) days following invoice from
Licensor. In
the event any overdue amount owed by Licensee is not paid following ten (10) days
written notice from Licensor, then in addition to any
other amount due, Licensor may
impose and Licensee shall pay a late
payment charge at the rate of one percent
(1%) per month on any overdue amount. This is enforceable under the UCC code
Sellers right to reclaim goods. If the Licensee does not pay for the goods then the
Licensor has the right to reclaim his/her property. It would also be a breach of contract if
the Licensee doesnt pay for the goods they received. UCC 2-310a
5. This Software is subject to a limited warranty. Licensor warrants to Licensee
that the physical medium on which this Software is distributed is free from
defects in materials and workmanship under normal use, the Software will
perform according to its printed documentation, and to the best of Licensors
knowledge Licensees use of this Software according to the printed
documentation is not an infringement of any third partys intellectual property

rights. This limited warranty lasts for a period of _90__ days after delivery. To
the extent permitted by law, THE ABOVE-STATED LIMITED WARRANTY
REPLACES ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, AND
LICENSOR DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING ANY
IMPLIED WARRANTY OF TITLE, MERCHANTABILITY, NONINFRINGEMENT,
OR OF FITNESS FOR A PARTICULAR PURPOSE. No agent of Licensor is
authorized to make any other warranties or to modify this limited warranty. Any
action for breach of this limited warranty must be commenced within one year of
the expiration of the warranty. Because some jurisdictions do not allow any limit
on the length of an implied warranty, the above limitation may not apply to this
Licensee. If the law does not allow disclaimer of implied warranties, then any
implied warranty is limited to _90_ days after delivery of the Software to
Licensee. Licensee has specific legal rights pursuant to this warranty and,
depending on Licensees jurisdiction, may have additional rights. This is
enforceable but the nature of defect must be disclosed. The UCC 2-508 does not
define cure but it refers to the right of the licensor to repair, adjust, or replace
defective or nonconforming goods.
6. In case of a breach of the Limited Warranty, Licensees exclusive remedy is as
follows: Licensee will return all copies of the Software to Licensor, at Licensees
cost, along with proof of purchase. (Licensee can obtain a step-by-step
explanation of this procedure, including a return authorization code, by contacting
Licensor at [address and toll free telephone number].) At Licensors option,
Licensor will either send Licensee a replacement copy of the Software, at
Licensors expense, or issue a full refund. This is enforceable by the UCC 2-508.
The licensor has the right to repair, adjust, or replace defective or nonconforming
goods.
7. Notwithstanding the foregoing, LICENSOR IS NOT LIABLE TO LICENSEE FOR
ANY DAMAGES, INCLUDING COMPENSATORY, SPECIAL, INCIDENTAL,
EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, CONNECTED
WITH OR RESULTING FROM THIS LICENSE AGREEMENT OR LICENSEES
USE OF THIS SOFTWARE. Licensees jurisdiction may not allow such a
limitation of damages, so this limitation may not apply. This is not enforceable
because it is an adhesion contract it is purely one sided.
8 Licensee agrees to defend and indemnify Licensor and hold Licensor harmless
from all claims, losses, damages, complaints, or expenses connected with or
resulting from Licensees business operations. This is enforceable due to the
assumption of risk that the licensor takes when he uses or sells the licensors
products.
9. Licensor has the right to terminate this License Agreement and Licensees right
to use this Software upon any material breach by Licensee. This is enforceable
under the UCC 2-702 the licensor has the right to reclaim the goods if the
licensee has breached the contract.

10. Licensee agrees to return to Licensor or to destroy all copies of the Software
upon termination of the License.
11. Neither this Agreement nor any interest in this Agreement may be
assigned by Licensee without the prior express written approval of Licensor. This is
enforceable by the UCC article 2.
12. This License Agreement is the entire and exclusive agreement between Licensor
and Licensee regarding this Software. This License Agreement replaces and
supersedes all prior negotiations, dealings, and agreements between Licensor
and Licensee regarding this Software. This is enforceable if the licensee uses
the software because he/she is agreeing to the terms of the warranty.
13. No term, condition, or other provision in this Agreement shall be considered to be
unconscionable. However, if any term of this Agreement is held by a court of competent
jurisdiction to be invalid or unenforceable, then this Agreement, including all of the
remaining terms, will remain in full force and effect as if such invalid or unenforceable
term had never been included. This is not enforceable because it is an adhesion
contract the UCC states that an adhesion contract is one sided and a court would deem
this unenforceable.
14. This License Agreement is governed by the law of Delaware applicable to
Delaware contracts. This is enforceable because of the terms of use. The
warranty states its license agreement is governed by law of the state of Delaware
so therefore it is governed by the state of Delaware.
15. Any and all disputes that may arise between licensor and licensee will be
resolved by Arbitration using the procedures and rules developed by the
American Arbitration Association (AAA), www.adr.org. A single Arbitrator,
selected from AAAs roster of arbitrators, will resolve the dispute. The parties will
equally share the forum fees and arbitrator fees, but each party will otherwise be
responsible for their own expenses. This is not enforceable because of the
Shrink Wrap terms where the courts have refused to enforce these terms
because the buyer didnt expressly consent to them and that is an important
factor when the parties form their contract.
16. This License Agreement is valid without Licensors signature. It becomes
effective upon the earlier of Licensees signature or Licensees use of the
Software.