Software evaluation licence agreement

This software evaluation agreement is designed to cover the temporary licensing of software by one business to another for the sole purpose of enabling the licensee to test and evaluate the software. The core licensing provisions allow for a range of limitations and prohibitions, in addition to this purpose-based limitation. The document assumes that there are no commercial licence fees. However, in order to ensure that the document takes effect as a contract, a nominal consideration clause is included.

The evaluation agreement contains the clause setting out the options for software supply. It offers three options: one, where software is supplied during a specific and limited period after the date of agreement coming into the force; two, where the licensee receives agreed number of software copies; and three, where the software has been delivered before the effective date of the agreement.

Following the core licence clause, different conditions may be specified, including the number of software installations permitted. In addition to the conditions, detailed and licence prohibitions are enumerated, covering such matters as the sale, rental, distribution, adaptation, decompilation and reverse engineering of the software. The evaluation licence may or may not be sub-licensable.

The software trial and evaluation agreement includes a provision allowing the licensee to provide feedback to the licensor. The feedback could, for instance, relate to issues with the software or possible improvements. The feedback clause states that such feedback creates no obligations on the licensor's part, and that no remuneration is owed to the licensee as a result of the provision or use of any feedback.

In the standard warranty clause, the parties warrant that they possess the legal power to enter into the software trial agreement. The licensor also warrants that the software does not infringe any third party intellectual property rights.

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Software evaluation licence agreement contents

Definitions: definitions.
Term: commencement of term; end of fixed term.
Supply of Software: making software available for download; delivery of software; acknowledgement of supply of software.
Evaluation licence: grant of licence to use software for evaluation; right to sub-license software; no sub-licensing of software; no live use of software; software licence limitations; use of software limited to specified persons; software licence prohibitions; security of licensed software.
Feedback:
Licensee
may provide feedback; no obligations in relation to feedback.
No assignment of Intellectual Property Rights: no assignments of intellectual property rights.
Consideration: consideration benefiting
Licensor
.
Licensee
confidentiality obligations:
Licensee
confidentiality undertaking; disclosure of confidential information by
Licensee
to certain persons; exceptions to
Licensee
confidentiality obligations; disclosures of
Licensor
confidential information mandated by law etc;
Licensee
to stop using confidential information upon termination;
Licensee
to delete confidential information following termination;
Licensee
confidentiality obligations after termination.
Warranties: first party warranty of authority; software licence warranties; warranty of legality of software; software intellectual property infringement warranty; breach of software infringement warranty;
Licensee
warranty of authority; exclusion of implied warranties and representations.
Acknowledgements and warranty limitations: software not error free; software not entirely secure; software compatibility is limited; no legal etc advice with software.
Limitations and exclusions of liability: caveats to limits of liability; interpretation of limits of liability; no liability for loss of profits; no liability for loss of revenue; no liability for loss of use; no liability for loss of opportunities; no liability for loss of data or software; no liability for consequential loss.
Termination: termination by either party without cause; termination by either party upon breach; termination upon insolvency.
Effects of termination: surviving provisions upon termination; termination does not affect accrued rights; software licences on contract termination; software copies on contract termination.
Notices: methods and deemed receipt of contractual notices; contact details for contractual notices; substitute contact details for notices.
General: no waiver; severability; variation written and signed; no assignment without written consent; no third party rights; entire agreement; governing law; exclusive jurisdiction.
Interpretation: statutory references; section headings not affecting interpretation; calendar month meaning; no ejusdem generis.

SCHEDULE 1 (SOFTWARE LICENCE PARTICULARS)

Specification of Software: specification of software prompt.
Timetable: timetable prompt.
Software licence: specification of software licence prompt.

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Which licence should I choose?

Version	1.4
First published	27 Nov 2016
Last updated	29 Apr 2024
Law	English law and EU law
Language	English (UK)
^†Word count	5,200
^†Template pages	12

† These figures are approximations.

IT law Software licensing Agreement

Software evaluation licences

Free software evaluation licence agreement

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