**Software Development and Licensing Agreement**

**This Software Development and Licensing Agreement ("Agreement")** is made as of ___ [Date] ___ by and between **Midas Technologies LLC** (the “Licensor”), with its principal place of business at [Business Address], and ___ [Client/Licensee Name] ___ (the “Licensee”).

### 1. **Definitions**
   - **Software**: Refers to the proprietary trading software and related components, including any code, algorithms, data models, and documentation, developed and owned by Licensor.
   - **License**: A limited, non-exclusive, non-transferable, and revocable right granted to Licensee to use the Software as set forth in this Agreement.

### 2. **License Grant and Restrictions**
   - **License Grant**: Subject to the terms and conditions of this Agreement, Licensor grants Licensee a non-exclusive, non-transferable license to use the Software for internal business purposes only.
   - **License Restrictions**: Licensee shall not:
      - Copy, modify, adapt, or create derivative works of the Software;
      - Sell, rent, lease, sublicense, or otherwise distribute the Software to any third party;
      - Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying algorithms of the Software;
      - Use the Software in any way that competes with or harms the interests of Licensor.

### 3. **Intellectual Property Rights**
   - **Ownership**: Licensor retains all rights, title, and interest in and to the Software, including all intellectual property rights. This Agreement does not grant Licensee any ownership rights in the Software.
   - **Modifications and Improvements**: Any modifications, improvements, or derivative works created by Licensee in connection with the Software are the sole property of Licensor.

### 4. **Fees and Payment Terms**
   - **License Fee**: Licensee shall pay Licensor a license fee in the amount of ___ [Fee Amount] ___, payable upon execution of this Agreement or as otherwise specified by Licensor.
   - **Additional Services**: Any additional customization, support, or development services requested by Licensee will be subject to a separate service fee agreed upon by the parties in writing.

### 5. **Confidentiality**
   - **Confidential Information**: Licensee agrees to keep confidential all non-public information related to the Software, including source code, algorithms, and technical documentation, and will not disclose it to any third party without Licensor’s prior written consent.
   - **Non-Disclosure Obligation**: Licensee’s obligation to protect Confidential Information shall survive the termination of this Agreement.

### 6. **Warranties and Disclaimers**
   - **Limited Warranty**: Licensor warrants that it has the right to license the Software and that the Software, as provided, does not infringe upon any third-party intellectual property rights.
   - **Disclaimer of Warranties**: The Software is provided "AS IS," without any warranties, express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Licensee assumes all risks associated with the use of the Software.

### 7. **Limitation of Liability**
   - **Liability Limitation**: In no event shall Licensor be liable for any direct, indirect, incidental, special, consequential, or punitive damages arising out of or in connection with the use or inability to use the Software, even if Licensor has been advised of the possibility of such damages.

### 8. **Indemnification**
   - Licensee agrees to indemnify, defend, and hold Licensor harmless from any claims, damages, or expenses arising out of Licensee’s use of the Software, except to the extent caused by Licensor’s gross negligence or willful misconduct.

### 9. **Term and Termination**
   - **Term**: This Agreement shall commence on the date first set forth above and continue for an initial term of ___ [Term Length, e.g., 1 year] ___ unless terminated earlier as provided herein.
   - **Termination**: Licensor may terminate this Agreement immediately if Licensee breaches any term of this Agreement. Upon termination, Licensee shall immediately cease all use of the Software and return or destroy all copies of the Software in its possession.

### 10. **Governing Law and Jurisdiction**
   - This Agreement shall be governed by and construed in accordance with the laws of the State of [Your State]. Any disputes arising out of or related to this Agreement shall be resolved exclusively in the courts located within [Your State].

### 11. **Entire Agreement and Amendments**
   - This Agreement constitutes the entire understanding between the parties regarding the subject matter hereof and supersedes all prior agreements, representations, or understandings, whether written or oral. Any amendment or modification of this Agreement must be in writing and signed by both parties.

---

**Signatures:**

**Midas Technologies LLC (Licensor):**  
By: ___ [Authorized Representative Name] ___  
Title: ___________________________  
Signature: ___________________________  
Date: ___

**Licensee:**  
___ [Licensee Name] ___  
Signature: ___________________________  
Date: ___

