Free software evaluation licence agreement
Under this trial software licence agreement, a software vendor permits a customer or prospective customer to use the vendor's software on a trial basis.
The central provision of this trial agreement is the licensing clause. This clause provides that the licensor grants a worldwide, non-exclusive licence to install, use and back up the software. These rights may only be exercised for the purpose of evaluating the software.
The rights are subject to a detailed set of limitations and prohibitions. These prohibitions include, for instance, rules against the resale, publication, adaptation and reverse engineering of the software.
The licensor may undertake to supply the software or make it available for download during a specified period.
The licence is granted for a fixed period, although the parties may agree to extend the licence. Rights of termination whether for convenience or cause are also included in the trial software licence template.
Nothing in the trial licence transfers the ownership of any intellectual property rights to the licensee.
Optionally, the licensee may be required to keep confidential any information disclosed by the licensor in relation to the trial licence.
The trial software licence agreement includes a set of warranties relating to the software itself, although you may want to remove these, especially where the licensor is not paying for the trial licence.Ask about this document
Free software evaluation licence agreement contents
- Definitions: definitions.
- Credit: docular credit; free documents licensing warning.
- 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.
- Licenseeconfidentiality obligations:Licenseeconfidentiality undertaking; disclosure of confidential information byLicenseeto certain persons; exceptions toLicenseeconfidentiality obligations; disclosures ofLicensorconfidential information mandated by law etc;Licenseeto stop using confidential information upon termination;Licenseeto delete confidential information following termination;Licenseeconfidentiality 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.
Softwarelicence: specification of software licence prompt.