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Software licence agreement (basic)

This is a short form B2B software licence template, in traditional "agreement" form.

The central provision of the template is the licence itself. The licence may be limited to particular actions (eg installing or using the software), to particular dates (eg during the term of the agreement), to particular locations (eg within the UK) and/or to particular users (eg employees of the customer).

The document assumes that the licensee will pay some kind of licence fee to the licensor. That fee may be one-off, or ongoing.

A set of software-specific warranties is included.

This short-form document does not include many of the provisions from our standard and premium software licence agreements - such as provisions regarding set up services, licence audits, source code licensing, escrow and EULAs. Nor does it include support and maintenance provisions.

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Software licence agreement (basic) contents

  1. Definitions: definitions.
  2. Term: commencement of term; end of term.
  3. Supply of Software: making software available for download; delivery of software; acknowledgement of supply of software.
  4. Licence: grant of licence to use software; right to sub-license software; no sub-licensing 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. Charges: obligation to pay charges; amounts inclusive or exclusive of VAT; variation of charges.
  7. Payments: issue of invoices; time for payment of charges following invoice; payment methods; interest on late payments; interest on late payments.
  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 without cause by first party; termination without cause by second party; termination upon breach; termination upon insolvency; termination upon non-payment.
  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.
  4. Financial provisions: financial provisions prompt.
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