After some great advice from the contributors to this forum and several trips to a copyright attorney, I now have an agreement in force. It's rather lengthy, but it is just text, so here it is. I hope it can be used by others even though my state of Arizona is referenced throughout.

Regards and Happy New Year,

Steve



License Agreement

This License Agreement (the "Agreement") is entered into as of December __, 1998 (the "Effective Date") by and between Party One ("Licensee"), and Party Two (the programmer) , an individual ("Licensor").

Recitals

Licensor is the creator and owner of, and has the right to license, the product known as ___________. Licensee wishes to license the Licensor Software for distribution to the ___________ industry as a stand-alone product. Accordingly, the parties have agreed to grant such license, subject to the terms and conditions set forth below.

Agreement

The parties agree as follows:
1. Definitions. As used in this Agreement, the following terms shall have the following meanings:
"Affiliate" means, as to any legal entity, any other legal entity that is directly or indirectly controlling, controlled by, or under common control with, such legal entity. In this context, control means ownership of 100% of the voting stock or the equivalent.
"Agreement" shall have the meaning ascribed thereto in the first paragraph to this Agreement.
"Business Day" means any day other than a Saturday, Sunday or federal or Arizona state holiday.

"Effective Date" shall have the meaning ascribed thereto in the introductory paragraph to this Agreement.
"Intellectual Property Rights" means all intellectual property rights worldwide arising under statutory or common law, and whether or not perfected, including, without limitation, all rights relating to patents, copyrights, trade secrets and any rights analogous thereto.
"Licenses" shall mean the licenses granted in Section 2 below.


"OEM Transaction" shall mean any transaction in which the Licensor Software would be manufactured by third party other than an end user or a party contracted to provide manufacturing services to Licensee or its Affiliates.
"Licensor Distribution License" shall have the meaning described in Section 2.1 below.
"Licensor Licenses" shall mean the Licensor Distribution License and the Licensor Trademark License.
"Licensor Software" shall have the meaning described in the recitals above and Exhibit A to this Agreement.
"Licensor Trademark License" shall have the meaning ascribed thereto in Section 2.2 below.
"Licensor Trademarks" shall mean the "Shop Scheduler" mark and such other related marks owned by Licensor as the parties may agree.
"Source Code" shall mean the human readable form of computer software, including any corresponding comments and annotations.
2. Grant of Rights.
2.1 Distribution License for Licensor Software. Subject to the provisions of this Agreement, Licensor hereby grants to Licensee an exclusive, world-wide, non-transferable license under all Licensor Intellectual Property Rights to use and copy the Licensor Software, and to distribute, display and perform the Licensor Software to Licensee's customers. Licensee may sublicense the Licensor Software by permitting bona fide distributors and resellers to sell end-user licenses to Licensor Software, by permitting duplication and distribution of the Licensor Software by OEMs, and by permitting end-users to duplicate the Licensor Software in connection with site licenses and similar transactions, provided that such transactions are consistent with the rights granted under the "Licensor Distribution License" and Licensee's normal business practices, and provided further that any OEM or non-unit based transactions will require the prior written approval of Licensor. Licensee will submit a reasonable description of any proposed OEM transaction to Licensor and Licensor will respond with a consent or rejection of such proposed transaction within 10 days. Licensee will be responsible for manufacturing all Licensor Software distributed by it pursuant to this Agreement. Licensee will be entitled to modify the documentation for the Licensor Software and distribute such modified documentation with the Licensor Software, provided that Licensee will retain all appropriate copyright, trademark and similar notices in such documentation. The Licensor Software will be distributed by Licensee or its OEMs with an end-user license in substantially the form of the license set forth in Exhibit C or such other form of license that provides substantially the same protections to Licensor.
2.2 Licensor Trademark License. Subject to the provisions of this Agreement, Licensor hereby grants to Licensee a nonexclusive, world-wide, non-transferable, license to use, reproduce and display the Licensor Trademarks solely in connection with Licensee's distribution of the Licensor Software (the "Licensor Trademark License"). Licensee's use of the Licensor Trademarks pursuant to this Agreement shall be subject to Licensor's reasonable, standard trademark policies as in effect from time to time, and Licensee shall provide proper ownership attributions where appropriate.
2.3 Licenses to Affiliates. Licensee's Affiliates shall have the benefit of the Licensor Licenses, provided that any such Affiliate shall also be bound by the applicable obligations, limitations and covenants set forth in this Agreement.
2.4 No Other Licenses. Neither party grants any other licenses or rights, except as specifically set forth above.

3. Term and Termination. The initial term of this Agreement shall continue until __________________.
(a) Each party shall have the right to terminate this Agreement upon 30 days prior written notice if the other party is in material breach of any terms of this Agreement, and the breach is not cured within such 30-day period. Any such notice shall provide, in reasonable detail, a description of the alleged breach and the requested cure of that breach. In the event that this Agreement is terminated as a result of Licensor's material breach of this Agreement, Licensee shall have the right to continue manufacturing and distributing the Licensor Software pursuant to the terms of this agreement for a period not to exceed 3 months.

(b) Any termination of this Agreement shall not affect the rights of any distributor, dealer, reseller or end-user that has received the Licensor Software from a party in accordance with the terms of this Agreement prior to its termination, provided that after receiving a notice of termination from Licensor Licensee shall not have the right to distribute quantities of the Licensor Software that are disproportionate to the quantities distributed prior to that time.

4. Protection of Rights. As an express condition of this Agreement, each party will apply to any works created, copied or distributed under the Licenses applicable copyright and other proprietary rights notices sufficient to protect each party's rights in such works. Each party will retain the ownership to its trademarks and tradenames and, except as expressly provided in this Agreement, neither party will have any right to use the trademarks or tradenames of the other party.

5. General.
(a) Confidentiality. Each party acknowledges that in the course of the relationship contemplated by this Agreement it will receive information which is confidential and proprietary to the other. Each party agrees not to use such information except in performance of this Agreement and not to disclose such information to third parties. Such confidential and proprietary information of consists of the terms of this Agreement, the parties' current and future business plans, and other information which is stamped or marked as confidential by such party and any other information disclosed by such party if, within 30 days of disclosure, whether orally or by way of written documents, such party identifies by written notice to the other the confidential nature of such information. Without limiting the foregoing, any Source Code shall be deemed confidential information regardless of whether so marked or identified. The foregoing restrictions will not apply to information that (a) has been independently developed other than pursuant to this Agreement, (b) has become publicly known through no wrongful act of the party wishing to make use of such information, (c) has been rightfully received from a third party authorized to make such disclosure without restriction, (d) has been approved for release in writing, or (e) is required to be disclosed by law, provided that the party required to make such disclosure shall be required to make reasonable efforts, consistent with applicable law, to limit the scope and nature of such required disclosure.
(b) Equitable Relief. Each party acknowledges that any breach of its obligations under this Agreement with respect to the proprietary rights or confidential information of the other will cause the other irreparable injury for which there are inadequate remedies at law, and that the injured party will be entitled to equitable relief with respect to any such breach in addition to all other remedies provided by this Agreement or available at law.
(c) Reverse Engineering Prohibited. Licensee may not reverse engineer, decompile, disassemble, modify, translate, or make any attempt to discover the Source Code of the Licensor Software other than pursuant to Section 12 above.
(d) Governing Law. This Agreement will be governed and interpreted in accordance with the laws of the State of Arizona, except for that body of law pertaining to conflicts of law. Venue for any legal action shall be proper in the state and federal courts of Arizona, and Licensee and Licensor each expressly consent to venue and jurisdiction therein.
(e) Relationship of Parties. Licensor's relationship with Licensee during the term of this Agreement will be that of an independent contractor. Neither party will have, and neither party will represent that it has, any power, right or authority to bind the other party, or to assume or create any obligation or responsibility, express or implied, on behalf of the other party or in the other party's name, except as herein expressly provided. Nothing stated in this Agreement shall be construed as constituting Licensor and Licensee as partners or as creating the relationships of employer/employee, franchiser/franchisee, or principal/agent between the parties.
(f) Attorneys' Fees. In the event that any legal action is required in order to enforce or interpret any of the provisions of this Agreement, the prevailing party in such action shall recover all reasonable costs and expenses, including attorney's fees, incurred in connection therewith.
(g) Waiver. The failure of either party to enforce any provision of this Agreement shall not be deemed a waiver of that or any other provision of this Agreement.
(h) Headings; Interpretation. The headings of the Sections of this Agreement are for convenience only and will not be of any effect in construing the meanings of the Sections. Because both parties have participated in the drafting of this Agreement, there shall be no presumption that the terms of the Agreement be should interpreted against the drafting party
(I) Severability. If any of the provisions of this Agreement are found or deemed by a court of competent jurisdiction to be invalid or unenforceable, they shall be severable from the remainder of the Agreement and shall not cause the invalidity or unenforceability of the Agreement.
(j) Notices. Notices to either party shall be in writing and shall be deemed delivered when served in person or three business days after being deposited in the United States mail, first-class certified mail, postage prepaid, return receipt requested, or one business day after being dispatched by a nationally recognized one-day express courier service addressed as follows:
To Licensee: Party One
[address]


Attention:

To Licensor: Party Two
[address]

(k) Entire Agreement. This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof, and supersedes in their entirety any and all written or oral agreements previously existing between the parties with respect to such subject matter. Any modifications of this Agreement must be in writing and signed by both parties hereto. Any such modification shall be binding upon Licensee only if and when signed by one of its duly authorized officers.
(l) Counterparts. This Agreement may be executed in two or more counterparts, each of which when so executed shall be deemed an original, and all of which together shall constitute one and the same instrument.
The parties have executed this Agreement on the Effective Date.
Party One Party Two


By: _____________________________ ____________________________
Printed Name: _____________________
Title: ____________________________




EXHIBIT A
END USER LICENSE
Licensee END-USER LICENSE


NOTICE: Party One LICENSES THE ENCLOSED SOFTWARE TO YOU ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS LICENSE AGREEMENT. PLEASE READ THE TERMS CAREFULLY BEFORE OPENING THIS PACKAGE, AS OPENING THE PACKAGE WILL INDICATE YOUR ASSENT TO THEM. IF YOU DO NOT AGREE TO THESE TERMS, THEN PARTY ONE IS UNWILLING TO LICENSE THE SOFTWARE TO YOU, IN WHICH EVENT YOU SHOULD RETURN THE FULL PRODUCT WITH PROOF OF PURCHASE TO THE DEALER FROM WHOM IT WAS ACQUIRED WITHIN SIXTY DAYS OF PURCHASE, AND YOUR MONEY WILL BE REFUNDED.

LICENSE AND WARRANTY:

The software which accompanies this license (the "Software") is the property of Party One or its licensors and is protected by copyright law. While Party One Licensee continues to own the Software, you will have certain rights to use the Software after your acceptance of this license. Except as may be modified by a license addendum which accompanies this license, your rights and obligations with respect to the use of this Software are as follows:

· You may:

(i) use one copy of the Software on a single computer;

(ii) make one copy of the Software for archival purposes, or copy the software onto the hard disk of your computer and retain the original for archival purposes;

(iii) use the Software on a network, provided that you have a licensed copy of the Software for each computer that can access the Software over that network;

(iv) after written notice to Party One, transfer the Software on a permanent basis to another person or entity, provided that you retain no copies of the Software and the transferee agrees to the terms of this agreement; and


(v) if a single person uses the computer on which the Software is installed at least 80% of the time, then after returning the completed product registration card which accompanies the Software, that person may also use the Software on a single home computer.

· You may not:

(i) copy the documentation which accompanies the Software;

(ii) sublicense, rent or lease any portion of the Software;

(iii) reverse engineer, decompile, disassemble, modify, translate, make any attempt to discover the source code of the Software, or create derivative works from the Software; or

(iv) use a previous version of the Software after you have received an upgraded version as a replacement of the prior version. Upon upgrading the Software, all copies of the prior version must be destroyed.

· Sixty Day Customer Satisfaction Guarantee:

If you are the original licensee of this copy of the Software and are dissatisfied with it for any reason, you may return the complete product, together with your receipt, to Party One or an authorized dealer, postage prepaid, for a full refund at any time during the sixty day period following the delivery to you of the Software.

· Limited Warranty:

Party One warrants that the media on which the Software is distributed will be free from defects for a period of sixty (60) days from the date of delivery of the Software to you. Your sole remedy in the event of a breach of this warranty will be that Party One will, at its option, replace any defective media returned to Party One within the warranty period or refund the money you paid for the Software. Party One does not warrant that the Software will meet your requirements or that operation of the Software will be uninterrupted or that the Software will be error-free.

THE ABOVE WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHER RIGHTS, WHICH VARY FROM STATE TO STATE.
· Disclaimer of Damages:

REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE, IN NO EVENT WILL PARTY ONE OR ITS LICENSORS BE LIABLE TO YOU FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT OR SIMILAR DAMAGES, INCLUDING ANY LOST PROFITS OR LOST DATA ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE EVEN IF PARTY ONE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

IN NO CASE SHALL THE LIABILITY OF PARTY ONE OR ITS LICENSORS EXCEED THE PURCHASE PRICE FOR THE SOFTWARE. The disclaimers and limitations set forth above will apply regardless of whether you accept the Software.

· U.S. Government Restricted Rights:

RESTRICTED RIGHTS LEGEND. Use, duplication, or disclosure by the Government is subject to restrictions as set forth in subparagraph (c) (1) (ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c) (1) and (2) of the Commercial Computer Software-Restricted Rights clause at 48 CFR 52.227-19, as applicable, Party One, [address].

· General:

This Agreement will be governed by the laws of the State of Arizona. This Agreement may only be modified by a license addendum which accompanies this license or by a written document which has been signed by both you and Party One. Should you have any questions concerning this Agreement, or if you desire to contact Party One for any reason, please write: Party One Customer Sales and Service, [address].