Software License Agreement
Category: Software License
FORM OF
SOFTWARE LICENSE AGREEMENT
This SOFTWARE LICENSE AGREEMENT (“Agreement”) is made and entered into this ___ day of , 2007 (“Effective Date”) by and between PEABODY ENERGY CORPORATION, a Delaware corporation located at (“Licensor”) and PATRIOT COAL CORPORATION, a Delaware corporation (“Licensee”).
WHEREAS, pursuant to section 10.01 of the Separation Agreement, Plan of Reorganization and Distribution, dated as of ___, 2007, by and between Licensor and Licensee (“Separation Agreement”), Licensor agreed to provide a license to Licensee to certain software and related documentation after the Closing date;
NOW THEREFORE, in consideration of the premises and the mutual promises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
Section 1 — GRANT OF LICENSE
1.1 Grant of License. Subject to the terms and conditions herein, Licensor hereby grants to Licensee during the Term a fully paid-up, non-exclusive license (i) to install, copy and distribute internally, use and create, improvements, enhancements and modifications (“Improvements”) to the software listed on Schedule A hereto (the “Software”), in each case, solely in connection with Licensee’s operation of its business (subject to Section 8.1 of this Agreement), and (ii) to copy and distribute internally, use and create Improvements to any related documentation developed by Licensor that pertains to the operation of the Software (“Related Documentation”).
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