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

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.
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; second party 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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Version	1.3
First published	27 Nov 2016
Last updated	24 Jan 2023
Law	English law and EU law
Language	English (UK)
^†Word count	5,123
^†Template pages	11

† These figures are approximations.

IT law Software licensing Agreement

Software evaluation licences

Free software evaluation licence agreement

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	Free licence	Standard licence	Extended licence	Professional licence
Number of document instances	1	1	5	25
Number of websites or digital products	1	1	5	25
Sub-licences permitted	None	1	5	25
Document licence period	No expiry	No expiry	No expiry	No expiry
Credit for Docular	Yes	No	No	No

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