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Software licence agreement (standard)

This software licence agreement template may be used for the licensing of software by one business to another. The template assumes that each party (or a representative of each party) will sign the agreement.

The template is reasonably detailed, although no so detailed as our premium licence agreement template. It includes provisions covering: set up services; software supply; acceptance procedures; licensing terms; licence audit; licensee obligations; charges and payments; software-specific warranties; and all the usual boilerplate.

Optionally, the licensing terms set out in the document may be supplemented by a EULA, the purpose of which will be to create direct legal rights for the licensor against non-customer users. (The EULA itself is not however included in the template.)

There are no software support or software maintenance provisions included in this document. We do however publish versions of this document that include support and/or maintenance provisions.

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Software licence agreement (standard) 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. Set Up Services: obligation to provide set up services; set up services timetable; delays in set up services consequent upon second party delays; software set up services and intellectual property rights.
  5. Acceptance procedure: obligation to carry our acceptance tests; licence to conduct software acceptance tests; assistance with acceptance tests; notification of results of acceptance tests; software deemed to pass acceptance tests; information upon notice of failure to pass acceptance tests; consequences of software acceptance test failure; number of acceptance testing rounds; consequences of acceptance of software.
  6. Licence: grant of licence to use software; software licence purpose; no sub-licensing of software; right to sub-license software; software licence limitations; use of software limited to specified persons; compliance with EULA; software licence prohibitions; security of licensed software; prerequisite software.
  7. Source Code: no licence of source code.
  8. Licence audit: right to audit licences; notice of audit; cooperation in relation to audit; costs of licence audit; limits on audit right.
  9. Licensee
    obligations:
    general second party obligations; access to computer systems.
  10. No assignment of Intellectual Property Rights: no assignments of intellectual property rights.
  11. Charges: obligation to pay charges; time-base charges limitations; amounts inclusive or exclusive of VAT; variation of charges.
  12. Timesheets: obligation to keep timesheets; obligation to supply timesheets.
  13. Payments: issue of invoices; time for payment of charges following invoice; payment methods; interest on late payments; interest on late payments.
  14. Licensor
    's confidentiality obligations:
    first party confidentiality undertaking; disclosure of confidential information by first party to certain persons; exceptions to first party's confidentiality obligations; disclosures of second party confidential information mandated by law etc; first party to stop using confidential information upon termination; first party to return or destroy confidential information following termination; first party confidentiality obligations after termination.
  15. 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.
  16. Warranties: first party general warranties; 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.
  17. Acknowledgements and warranty limitations: software not error free; software not entirely secure; software compatibility is limited; no legal etc advice with software.
  18. Indemnities: indemnity upon breach: any provision or specified provisions (with definition); conditions upon first party indemnity; indemnity upon breach: any provision or specified provisions (with definition); conditions upon second party indemnity; limitations of liability vs indemnities.
  19. Limitations and exclusions of liability: caveats to limits of liability; interpretation of limits of liability; no liability for force majeure; 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; per event liability cap upon services contract; aggregate liability cap upon services contract.
  20. Force Majeure Event: obligations suspended for force majeure; force majeure notification and information; mitigation of effects of force majeure.
  21. Termination: termination without cause by first party; termination without cause by second party; termination upon breach; termination upon insolvency; termination upon non-payment.
  22. Effects of termination: surviving provisions upon termination; termination does not affect accrued rights; charges on termination of contract (services and licences); software licences on contract termination; software copies on contract termination.
  23. Notices: contractual notices must be in writing; methods of sending contractual notices to first party; methods of sending contractual notices to second party; contact details for contractual notices; substitute contact details for notices; acknowledgement of notice by email; deemed receipt of contractual notices.
  24. Subcontracting: no subcontracting without consent; subcontracting permitted; first party responsible for subcontracted obligations.
  25. Assignment: assignment by first party; assignment by second party.
  26. No waivers: no unwritten waivers of breach; no continuing waiver.
  27. Severability: severability of whole; severability of parts.
  28. Third party rights: third party rights: benefit; third party rights: exercise of rights.
  29. Variation: variation in writing and signed.
  30. Entire agreement: entire agreement: documents; no mispresentation; section subject to caveats to limits of liablity.
  31. Law and jurisdiction: governing law; jurisdiction.
  32. 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. Set Up Services: specification of software set up services prompt.
  3. Timetable: timetable prompt.
  4. Software licence: specification of software licence prompt.
  5. Financial provisions: financial provisions prompt.

SCHEDULE 2 (EULA)

    EULA add prompt.
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