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Software evaluation licence agreement

This agreement is designed to cover the temporary licensing of software by one business to another for the sole purpose of enabling the licensee to 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.

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Software evaluation licence agreement contents

  1. Definitions: definitions.
  2. Term: commencement of term; end of fixed term.
  3. Supply of Software: making software available for download; delivery of software; acknowledgement of supply of software.
  4. 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.
  5. No assignment of Intellectual Property Rights: no assignments of intellectual property rights.
  6. Consideration: consideration benefiting first party.
  7. Licensee
    's confidentiality obligations:
    second party confidentiality undertaking; disclosure of confidential information by second party to certain persons; exceptions to second party's confidentiality obligations; disclosures of first party confidential information mandated by law etc; second party to stop using confidential information upon termination; second party to return or destroy confidential information following termination; second party confidentiality obligations after termination.
  8. Warranties: first party warranty of authority; software licence warranties; warranty of legality of software; software intellectual property infringement warranty; breach of software infringement warranty; second party warranty of authority; exclusion of implied warranties and representations.
  9. Acknowledgements and warranty limitations: software not error free; software not entirely secure; software compatibility is limited; no legal etc advice with software.
  10. 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.
  11. Termination: termination by either party without cause; termination by either party upon breach; termination upon insolvency.
  12. Effects of termination: surviving provisions upon termination; termination does not affect accrued rights; software licences on contract termination; software copies on contract termination.
  13. Notices: methods and deemed receipt of contractual notices; contact details for contractual notices; substitute contact details for notices.
  14. General: no waiver; severability; variation written and signed; no assignment without written consent; no third party rights; entire agreement; governing law; exclusive jurisdiction.
  15. Interpretation: statutory references; section headings not affecting interpretation; calendar month meaning; no ejusdem generis.

SCHEDULE 1 (SOFTWARE LICENCE PARTICULARS)

  1. Specification of Software: specification of software prompt.
  2. Timetable: timetable prompt.
  3. Software licence: specification of software licence prompt.
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