[{"data":1,"prerenderedAt":481},["ShallowReactive",2],{"document-checklist-software-license-agreement-provisions-D782":3},{"document":4,"label":21,"preview":11,"thumb":22,"thumb600":23,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":24,"breadcrumb":28,"related":35,"customDescModule":179,"customdescription":6,"mdFm":180,"mdProseHtml":480},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":20},"CHECKLIST SOFTWARE license agreement terms and provisions It is very important to legally protect your business, and that's why all of your company's software should be covered by a license agreement. Not all items are relevant in all contractual situations. In some situations, other provisions may be appropriate that are not listed below. This document is not intended to substitute for legal advice nor legal wording provided by a competent advisor in the relevant legal jurisdiction. Be sure to consult an attorney to make sure you include all the necessary provisions in your license agreement. Title of contract Identity of the parties Individuals or business entities If businesses, what type? (partnership, corporation, LLC, etc.) Name of person signing on behalf of the business Signer's official title. Does he or she have authority to bind the business? Addresses of the parties General Purpose and preliminary matters An agreement between Licensor and Licensee, who is being licensed to use the named Software. Licensee acknowledges that it is only a limited nonexclusive license. Licensor is and remains the owner of all titles, rights, and interests in the Software. The License permits Licensee to install the Software on more than one computer system, as long as the Software will not be used on more than one computer system simultaneously. Licensee will not make copies of the Software or allow copies of the Software to be made by others, unless authorized by this License Agreement. Licensee may make copies of the Software for backup purposes only. Breach of limited warranty -example In case of a breach of the Limited Warranty, Licensee's exclusive remedy is as follows: Licensee will return all copies of the Software to Licensor, at Licensee's cost, along with proof of purchase. At Licensor's option, Licensor will either send Licensee a replacement copy of the Software, at Licensor's expense, or issue a full refund. Limited warranty - example Licensor warrants to Licensee that the physical medium on which this Software is distributed is free from defects in materials and workmanship under normal use, the Software will perform according to its printed documentation, and to the best of Licensor's knowledge Licensee's use of this Software according to the printed documentation is not an infringement of any third party's intellectual property rights. This limited warranty lasts for a period of [NUMBER] days after delivery. To the extent permitted by law, THE ABOVE-STATED LIMITED WARRANTY REPLACES ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, AND LICENSOR DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING ANY IMPLIED WARRANTY OF TITLE, MERCHANTABILITY, NONINFRINGEMENT, OR OF FITNESS FOR A PARTICULAR PURPOSE. No agent of Licensor is authorized to make any other warranties or to modify this limited warranty. Any action for breach of this limited warranty must be commenced within one year of the expiration of the warranty. Because some jurisdictions do not allow any limit on the length of an implied warranty, the above limitation may not apply to this Licensee. If the law does not allow disclaimer of implied warranties, then any implied warranty is limited to ____ days after delivery of the Software to Licensee. Licensee has specific legal rights pursuant to this warranty and, depending on Licensee's jurisdiction, may have additional rights. Liabilities - example Notwithstanding the foregoing, LICENSOR IS NOT LIABLE TO LICENSEE FOR ANY DAMAGES, INCLUDING COMPENSATORY, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, CONNECTED WITH OR RESULTING FROM THIS LICENSE AGREEMENT OR LICENSEE'S USE OF THIS SOFTWARE",null,"Checklist Software License Agreement Provisions","4",64,"doc","https://templates.business-in-a-box.com/imgs/1000px/checklist_software-license-agreement-provisions-D782.png","https://templates.business-in-a-box.com/imgs/250px/782.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#782.xml",{"title":6,"description":6},[16,19],{"label":17,"url":18},"Software & Technology","/templates/software-technology-business/",{"label":17,"url":18},"checklist software license agreement provisions","Checklist Software License Agreement Provisions Template","https://templates.business-in-a-box.com/imgs/400px/782.png","https://templates.business-in-a-box.com/imgs/600px/782.png",[25,16,19],{"label":26,"url":27},"Templates","/templates/",[29,30,32],{"label":26,"url":27},{"label":17,"url":31},"/templates/software-technology/",{"label":33,"url":34},"Software Asset Management","/templates/software-asset-management/",[36,40,44,48,52,56,60,64,68,72,76,80,84,102,119,135,150,165],{"label":37,"url":38,"thumb":39,"extension":10},"Software License Agreement","/template/software-license-agreement-D12928","https://templates.business-in-a-box.com/imgs/250px/12928.png",{"label":41,"url":42,"thumb":43,"extension":10},"SaaS Software License Agreement","/template/saas-software-license-agreement-D12860","https://templates.business-in-a-box.com/imgs/250px/12860.png",{"label":45,"url":46,"thumb":47,"extension":10},"Checklist Contract Terms and Provisions","/template/checklist-contract-terms-and-provisions-D863","https://templates.business-in-a-box.com/imgs/250px/863.png",{"label":49,"url":50,"thumb":51,"extension":10},"Software Development and License Agreement","/template/software-development-and-license-agreement-D801","https://templates.business-in-a-box.com/imgs/250px/801.png",{"label":53,"url":54,"thumb":55,"extension":10},"Trial Software License Agreement","/template/trial-software-license-agreement-D815","https://templates.business-in-a-box.com/imgs/250px/815.png",{"label":57,"url":58,"thumb":59,"extension":10},"Licensee Oriented Software License Agreement","/template/licensee-oriented-software-license-agreement-D794","https://templates.business-in-a-box.com/imgs/250px/794.png",{"label":61,"url":62,"thumb":63,"extension":10},"Licensor Oriented Software License Agreement","/template/licensor-oriented-software-license-agreement-D795","https://templates.business-in-a-box.com/imgs/250px/795.png",{"label":65,"url":66,"thumb":67,"extension":10},"Trademark License Agreement For Software","/template/trademark-license-agreement-for-software-D766","https://templates.business-in-a-box.com/imgs/250px/766.png",{"label":69,"url":70,"thumb":71,"extension":10},"End-User Software License Agreement","/template/end-user-software-license-agreement-D791","https://templates.business-in-a-box.com/imgs/250px/791.png",{"label":73,"url":74,"thumb":75,"extension":10},"Vendor-Oriented Software License Agreement","/template/vendor-oriented-software-license-agreement-D816","https://templates.business-in-a-box.com/imgs/250px/816.png",{"label":77,"url":78,"thumb":79,"extension":10},"License Agreement","/template/license-agreement-D1180","https://templates.business-in-a-box.com/imgs/250px/1180.png",{"label":81,"url":82,"thumb":83,"extension":10},"End-User Software License Agreement B2C","/template/end-user-software-license-agreement-b2c-D792","https://templates.business-in-a-box.com/imgs/250px/792.png",{"description":85,"descriptionCustom":6,"label":86,"pages":87,"size":88,"extension":10,"preview":89,"thumb":90,"svgFrame":91,"seoMetadata":92,"parents":94,"keywords":93,"url":101},"SUBSCRIPTION AGREEMENT This Stock Subscription Agreement (the \"Agreement\") is made and effective [DATE] BETWEEN: [INSERT COMPANY NAME], a [INSERT STATE OF INCORPORATION], corporation [the \"COMPANY\"]. AND: The undersigned a [INSERT STATE OF INCORPORATION], corporation [the \"INVESTOR\"]. SUBSCRIPTION. Subject to the terms and conditions hereof, the Investor hereby subscribes to purchase that number of shares of common stock, par value [$____] per share, of the Company (the \"Common Stock\") set forth on the signature page of this Agreement at a purchase price of $____ per share (\"Purchase Price\"). Payment for the Common Stock shall be made in cash or by certified bank or cashier's check payable in immediately available funds in the amount of the Purchase Price made payable to the order of the Company and such payment shall be delivered on or prior to the execution and delivery of this Agreement. TERMS OF SUBSCRIPTION The Investor acknowledges and agrees that this Agreement is made subject to the following terms and conditions: The Investor hereby intends that his signature hereon shall constitute a subscription to the Company for the number of shares of Common Stock specified on the signature page of this Agreement. This subscription for the purchase of Common Stock is subject to acceptance by the Company and does not, prior to acceptance, bind the Company to sell the shares of Common Stock to the Investor. The Company shall have the right to accept or reject this subscription, in whole or in part, in its sole and absolute discretion for any reason. This subscription is and shall be irrevocable unless and until (i) this subscription is for any reason rejected, or (ii) this Agreement is terminated. REPRESENTATIONS, WARRANTIES, AND COVENANTS OF INVESTOR The Investor hereby represents, warrants, and covenants to the Company that: The Investor acknowledges that the Investor has been advised and understands that the Common Stock to be acquired pursuant to this Agreement have not been registered under the Securities Act of 1933, as amended (the \"Securities Act\"), or registered or qualified under the securities laws of any other jurisdiction and are being sold in reliance upon an exemption from registration under such laws. Accordingly, the Investor understands that the Investor may not sell, pledge, hypothecate, dispose of, or otherwise transfer (a \"Transfer\") the Common Stock unless such shares are subsequently registered and qualified under such laws or, in the opinion of counsel reasonably satisfactory to the Company, an exemption from such registration and qualification is available. The Investor further understands that (i) the Stockholders' Agreement, dated ____, 20___, by and among the Company and the shareholders identified therein (the \"Stockholders s Agreement\") contains certain restrictions on any Transfer of the Common Stock, and (ii) any Transfer that is permitted under the Stockholders Agreement must satisfy certain legal, procedural and other requirements. The Investor is the sole and true party in interest, and is acquiring the Common Stock solely for his or her own account, not as a nominee, agent, or representative for any person, for investment purposes only, and not with an intent or a view to the sale or distribution of any part thereof within the meaning of Section 2(a)(11) of the Securities Act. By executing this Agreement, the Investor further represents that he or she does not have any present intent of making a Transfer of, granting a participation in, or otherwise distributing the Common Stock in a manner contrary to the Securities Act or the securities laws of any other applicable jurisdictions, nor does the Investor have any contract, undertaking, agreement, or arrangement with any person to Transfer, grant any participation in, or otherwise distribute any of the Common Stock to such person. The Investor does not presently have any reason to anticipate any change in circumstances or other particular occasion or event which would cause the Investor to need to sell the Common Stock, except in compliance with the terms of this Agreement, the Stockholders Agreement, and the securities laws of all applicable jurisdictions. The Investor understands and acknowledges that only the Company can register the Common Stock under applicable securities laws; the Company does not intend to register the Common Stock under the Securities Act or the securities laws of any other jurisdiction; no public market for the Common Stock is expected to develop; and, as a result, an investment in the Common Stock may not be liquid and the Investor must bear the economic risk of the investment indefinitely. In this regard, the Investor further represents that the Investor has adequate means of providing for the Investor's current needs and possible personal contingencies; the Investor can afford to bear the economic risk of holding the Common Stock for an indefinite period of time; and the Investor has no need for liquidity in the Investor's investment in the Common Stock. The Investor has the net worth sufficient to bear the risks of and to sustain a complete loss of the Investor's entire investment in the Company. The Investor hereby agrees that it will not, directly or indirectly, offer to Transfer or to Transfer any shares of Common Stock (or solicit any offers to buy, purchase, or otherwise acquire or take a pledge of any shares of Common Stock), except in compliance with this Agreement and the Securities Act, the securities laws of all other applicable jurisdictions, and the rules and regulations promulgated thereunder. The Investor recognizes that in the future the Company may not satisfy the requirements which would permit the undersigned to sell the Common Stock pursuant to Rule 144 promulgated under the Securities Act. The Investor further acknowledges that it has, alone or together with its purchaser representative (\"Purchaser Representative\"), sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of the prospective investment in the Common Stock. The Investor recognizes that an investment in the Common Stock and in the Company involves certain risks, and the Investor has taken full cognizance of, understands, and is willing to bear the risks related to the purchase of the Common Stock [including, without limitation, those risk factors set forth in Attachment A to this Agreement, which Attachment A is incorporated herein by reference]. The Investor is aware and understands that no federal or state agency has made any finding or determination as to the fairness of this offering nor has made any recommendation or endorsement of the Common Stock. The Investor represents and confirms that the address set forth on the signature page is the Investor's true and correct residence, and that the Investor has no present intention of becoming a resident of any other state or jurisdiction. The social security number set forth on the signature page hereof is the Investor's true and correct social security number. The Investor confirms that prior to the sale of the Common Stock to the Investor pursuant to this Agreement, the Investor and the Investor's Purchaser Representative, if any: (i) has been given access to all material books and records of the Company and all material contracts and documents relating to the sale of the Common Stock pursuant to this Agreement; (ii) has been granted the opportunity to ask questions of, and receive answers from, representatives of the Company concerning the Company and the terms and conditions of the sale of the Common Stock by the Company; and (iii) has been given the opportunity to obtain any additional information which the Investor or the Investor's Purchaser Representative, if any, deems necessary to verify the accuracy of the information supplied to them","Subscription Agreement","9",513,"https://templates.business-in-a-box.com/imgs/1000px/subscription-agreement-D12537.png","https://templates.business-in-a-box.com/imgs/250px/12537.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12537.xml",{"title":93,"description":6},"subscription agreement",[95,98],{"label":96,"url":97},"Finance & Accounting","finance-accounting",{"label":99,"url":100},"Buy & Sell Shares","buy-sell-shares","/template/subscription-agreement-D12537",{"description":103,"descriptionCustom":6,"label":104,"pages":105,"size":88,"extension":10,"preview":106,"thumb":107,"svgFrame":108,"seoMetadata":109,"parents":111,"keywords":110,"url":118},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","3","https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":110,"description":6},"non disclosure agreement nda",[112,115],{"label":113,"url":114},"Legal Agreements","business-legal-agreements",{"label":116,"url":117},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":120,"descriptionCustom":6,"label":121,"pages":8,"size":88,"extension":10,"preview":122,"thumb":123,"svgFrame":124,"seoMetadata":125,"parents":127,"keywords":126,"url":134},"CHECKLIST CUSTOMER DUE DILIGENCE Customer Due Diligence (CDD) is a critical process to ensure compliance with regulatory standards and safeguard against financial crimes. This checklist outlines the essential steps for effective CDD, from initial customer contact to ongoing monitoring and record-keeping. Gathering Customer Information: Individual Customers Full Name: Date of Birth: Nationality: Residential Address: Mailing Address (if different): Contact Number: Email Address: Identification Type (e.g., Passport, Driver's License): Identification Number: Issuing Country/Authority: Expiry Date of Identification Document: Corporate Customers Company Name: Registration Number: Country of Incorporation: Registered Address: Business Address (if different): Nature of Business: Date of Incorporation: Contact Number: Email Address: Website (if any): Directors' Names and Details: Ultimate Beneficial Owners (UBOs) Names and Details: Shareholding Structure: Identity Verification: Verify Identity Documents Document Verification (type of document, number, expiration date) Biometric Verification (if applicable) Verify Address Utility Bill Bank Statement Lease Agreement Additional Verification (if needed): Biometric Authentication Passive Liveness Detection Risk Assessment: Customer Type (Individual/Business): Customer Segment (Retail/Corporate): Industry: Expected Account Activity (Transaction Types, Volumes, and Values): Source of Funds: Purpose of the Account: Geographical Risk (Customer's Country of Origin/Operation): Any High-Risk Indicators (e.g., PEP, sanctions, negative media): Risk Profile Determination (Low, Medium, High): Enhanced Due Diligence (EDD) for High-Risk Customers:","Checklist Customer Due Diligence","https://templates.business-in-a-box.com/imgs/1000px/checklist-customer-due-diligence-D13916.png","https://templates.business-in-a-box.com/imgs/250px/13916.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13916.xml",{"title":126,"description":6},"checklist customer due diligence",[128,131],{"label":129,"url":130},"Business Plan Kit","business-plan-kit",{"label":132,"url":133},"Business Procedures","business-procedures","/template/checklist-customer-due-diligence-D13916",{"description":136,"descriptionCustom":6,"label":137,"pages":138,"size":139,"extension":10,"preview":140,"thumb":141,"svgFrame":142,"seoMetadata":143,"parents":144,"keywords":148,"url":149},"SERVICE LEVEL AGREEMENT This Service Level Agreement (the Agreement\") is effective as of [DATE] (the \"Effective Date\"). BETWEEN: [YOUR COMPANY NAME] (the \"Service Provider\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [CLIENT NAME] (the \"Client\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] RECITALS This Agreement sets forth the terms and conditions under which Client will provide Service Provider with certain Equipment under bailment and Service Provider will provide certain support services to Client on specified Service Provider premises (hereinafter referred to as the \"Service Provider Network Location(s)\"). WHEREAS, Service Provider is desirous and capable of providing support services for certain Client-Provided Equipment which interconnects to Service Provider transmission services; and WHEREAS, Client desires to have the Equipment supported by Service Provider in a designated portion of certain Service Provider Network Location(s), as set forth in Exhibit A of this agreement (hereinafter referred to as the \"Location and Equipment Summary\"), which is attached hereto and made a part hereof; and WHEREAS, Client and Service Provider (hereinafter referred to cumulatively as the \"Parties\" and singularly as the \"Party\") have agreed on the terms which shall govern the bailment and support of the Equipment as set forth in Exhibit B of this agreement (hereinafter referred to as the \"Statement of Work\"), which is attached hereto and made a part hereof, and as set forth in Exhibit C of this agreement (hereinafter referred to as the \"Non-Recurring and Monthly Recurring Pricing Summary\"), which is attached hereto and made a part hereof; NOW, THEREFORE, in consideration of the mutual agreements and promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: UNDERTAKINGS Client will provide for the inside delivery of the Equipment at the Service Provider Network Location(s) as specified in the Location and Equipment Summary with proper and timely notification as specified in the Statement of Work. Client will install the Equipment at the Service Provider Network Location(s) as specified in the Location and Equipment Summary in accordance with Service Provider and Industry standards and practices as specified in the Statement of Work. Service Provider will connect the Equipment to Service Provider services at the Service Provider Network Location(s) as specified in the Location and Equipment Summary in accordance with Service Provider standards and practices as specified in the Statement of Work. Service Provider will hold the Equipment in bailment for use only at the Service Provider Network Location(s) as specified in the Location and Equipment Summary and only for the purposes contemplated herein. During the term of the bailment, Service Provider shall provide space, power, testing, environment and other support services for the Equipment as set forth in the Statement of Work and Service Provider shall have no other responsibility for the Equipment. Client shall cooperate fully with Service Provider in the provision of these support services and agrees to perform those activities identified as Client Responsibilities in the Statement of Work. TERM AND TERMINATION The initial term of this Agreement shall commence on the [DATE], shall continue for a period of [NUMBER] years, and then shall terminate on [DATE]. This Agreement is binding when executed by Client and subsequently accepted by Service Provider and once accepted by Service Provider, the rates and charges provided in this Agreement will be effective from the first day of the next billing cycle following Client's signature date (the \"Effective Date\"). Either Party may terminate this Agreement following the giving of [NUMBER] calendar days prior written notice of termination to the other Party. If Client terminates this Agreement prior to the expiration of the initial [NUMBER] year term, Client will pay Service Provider, in addition to all other charges due, per Service Provider Network Location, which amount shall represent liquidated damages that Client agrees are reasonable. Client shall remove its Equipment from the Service Provider Network Location(s) within [NUMBER] calendar days of the termination of this Agreement and, if Client fails to do so, Service Provider may itself remove the Equipment and store the same at Client's expense and at Client's sole risk. Any expenditure by Service Provider for the removal and storage of the Equipment shall bear interest at the lesser of [%] per annum or the maximum rate permitted by law. The rights and duties in Article D, \"Warranty and Liability\" shall survive the termination of this Agreement. FINANCIAL PROVISIONS Client shall pay Service Provider a non-recurring fee for Site Preparation, Additional AC or DC Power Circuits and Circuit Interconnection at each of the Service Provider Network Location(s) as set forth in the Non-Recurring and Monthly Recurring Pricing Summary. Client shall pay Service Provider on a monthly recurring basis for Location Management Fee(s), an Uninterruptable Power Supply (UPS) for [115V OR OTHER] AC Power Circuits and for Service Provider First-Level Maintenance Support at each of the Service Provider Network Location(s) as set forth in the Non-Recurring and Monthly Recurring Pricing Summary. Client shall pay Service Provider a one time charge of [AMOUNT per circuit when, at the Client's request, Service Provider provided cabling is added, moved or changed after the initial Site Preparation work listed in the Equipment and Location Summary is completed by Service Provider. This charge is in addition to any other charges specified in the applicable tariff or contract from the entity from which the facility or service is obtained. For equipment moves made pursuant to Client's request, Client shall pay for each unit of Equipment this is moved to a different location within the same Service Provider Network Location after the initial Site Preparation work listed in the Equipment and Location Summary is completed by Service Provider. Client shall pay directly or reimburse Service Provider, as applicable, for all taxes, duties, and similar liabilities which may result from this Agreement, or any support services specified hereunder, exclusive of taxes based on Service Provider's net income. All invoices shall be due and payable in [CURRENCY] within [NUMBER] calendar days upon receipt as set forth in the Non-Recurring and Monthly Recurring Pricing Summary. WARRANTY AND LIABILITY Service Provider warrants that its undertakings hereunder shall be performed in a professional and workmanlike manner and that it will provide Support Services in accordance with this Agreement. NO OTHER WARRANTIES ARE EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANYWARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Client warrants that it has the unrestricted right to place the Equipment at Service Provider's Location(s) listed in the Location and Equipment Summary for the term of this Agreement. Except as otherwise set forth herein, neither Party shall be deemed negligent, at fault or liable in any respect to the other for any delay, interruption or failure in performance hereunder resulting from fire, flood, water, the elements, explosions, acts of God, war, accidents, labor disputes, strikes, shortages of equipment or suppliers, unavailability of transportation or other cause beyond the reasonable control of the Party delayed or prevented from performing.","Service Level Agreement","12",89,"https://templates.business-in-a-box.com/imgs/1000px/service-level-agreement-D778.png","https://templates.business-in-a-box.com/imgs/250px/778.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#778.xml",{"title":6,"description":6},[145,147],{"label":17,"url":146},"software-technology-business",{"label":17,"url":146},"service level agreement","/template/service-level-agreement-D778",{"description":151,"descriptionCustom":6,"label":152,"pages":153,"size":154,"extension":10,"preview":155,"thumb":156,"svgFrame":157,"seoMetadata":158,"parents":159,"keywords":163,"url":164},"INDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor Agreement (\"Agreement\") is made and effective [Date], BETWEEN: [INDEPENDENT CONTRACTOR NAME] (the \"Independent Contractor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS Independent Contractor is engaged in providing [Describe] business services, its Employer Tax I.D. Number is [Insert], and its Business License Number is [insert]. Independent Contractor has complied with all Federal, State, and local laws regarding business permits, sales permits, licenses, reporting requirements, tax withholding requirements, and other legal requirements of any kind that may be required to carry out said business and the Scope of Work which is to be performed as an Independent Contractor pursuant to this Agreement. Independent Contractor is or remains open to conducting similar tasks or activities for clients other than the Company and holds themselves out to the public to be a separate business entity. Company desires to engage and contract for the services of the Independent Contractor to perform certain tasks as set forth below. Independent Contractor desires to enter into this Agreement and perform as an independent contractor for the company and is willing to do so on the terms and conditions set forth below. NOW, THEREFORE, in consideration of the above recitals and the mutual promises and conditions contained in this Agreement, the Parties agree as follows: TERMS This Agreement shall be effective commencing [Date], and shall continue until terminated at the completion of the Scope of Work which shall occur no later than [Date] or by either party as otherwise provided herein. STATUS OF INDEPENDENT CONTRACTOR This Agreement does not constitute a hiring by either party. It is the parties intentions that Independent Contractor shall have an independent contractor status and not be an employee for any purposes, including, but not limited to, [laws]. Independent Contractor shall retain sole and absolute discretion in the manner and means of carrying out their activities and responsibilities under this Agreement. This Agreement shall not be considered or construed to be a partnership or joint venture, and the Company shall not be liable for any obligations incurred by Independent Contractor unless specifically authorized in writing. Independent Contractor shall not act as an agent of the Company, ostensibly or otherwise, nor bind the Company in any manner, unless specifically authorized to do so in writing. TASKS, DUTIES, AND SCOPE OF WORK Independent Contractor agrees to devote as much time, attention, and energy as necessary to complete or achieve the following: [Describe]. The above to be referred to in this Agreement as the \"Scope of Work\". It is expected that the Scope of Work will completed by [Date]. Independent Contractor shall additionally perform any and all tasks and duties associated with the Scope of Work set forth above, including but not limited to, work being performed already or related change orders. Independent Contractor shall not be entitled to engage in any activities which are not expressly set forth by this Agreement. The books and records related to the Scope of Work set forth in this Agreement shall be maintained by the Independent Contractor at the Independent Contractor's principal place of business and open to inspection by Company during regular working hours. Documents to which Company will be entitled to inspect include, but are not limited to, any and all contract documents, change orders/purchase orders and work authorized by Independent Contractor or Company on existing or potential projects related to this Agreement. Independent Contractor shall be responsible to the management and directors of Company, but Independent Contractor will not be required to follow or establish a regular or daily work schedule. Supply all necessary equipment, materials and supplies. Independent Contractor will not rely on the equipment or offices of Company for completion of tasks and duties set forth pursuant to this Agreement. Any advice given Independent Contractors regarding the scope of work shall be considered a suggestion only, not an instruction. Company retains the right to inspect, stop, or alter the work of Independent Contractor to assure its conformity with this Agreement. ASSURANCE OF SERVICES Independent Contractor will assure that the following individuals (the \"Key Employees\") will be available to perform, and will perform, the Services hereunder until they are completed (identify by title and name as applicable): [Name of Key Employee, Title] [Name of Key Employee, Title] The Key Employees may be changed only with the prior written approval of the Company, which approval shall not be unreasonably withheld. COMPENSATION Independent Contractor shall be entitled to compensation for performing those tasks and duties related to the Scope of Work as follows: [Describe] Such compensation shall become due and payable to Independent Contractor in the following time, place, and manner: [Describe] NOTICE CONCERNING WITHHOLDING OF TAXES Independent Contractor recognizes and understands that it will receive a [specify tax] statement and related tax statements, and will be required to file corporate and/or individual tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law. Independent Contractor hereby promises and agrees to indemnify the Company for any damages or expenses, including attorney's fees, and legal expenses, incurred by the Company as a result of independent contractor's failure to make such required payments. AGREEMENT TO WAIVE RIGHTS TO BENEFITS Independent Contractor hereby waives and foregoes the right to receive any benefits given by Company to its regular employees, including, but not limited to, health benefits, vacation and sick leave benefits, profit sharing plans, etc. This waiver is applicable to all non-salary benefits which might otherwise be found to accrue to the Independent Contractor by virtue of their services to Company, and is effective for the entire duration of Independent Contractor's agreement with Company. This waiver is effective independently of Independent Contractor's employment status as adjudged for taxation purposes or for any other purpose. Neither this Agreement, nor any duties or obligations under this Agreement may be assigned by either party without the consent of the other. TERMINATION This Agreement may be terminated prior to the completion or achievement of the Scope of Work by either party giving [number] days written notice. Such termination shall not prejudice any other remedy to which the terminating party may be entitled, either by law, in equity, or under this Agreement. NON-DISCLOSURE OF TRADE SECRETS, CUSTOMER LISTS AND OTHER PROPRIETARY INFORMATION Independent Contractor agrees not to disclose or communicate, in any manner, either during or after Independent Contractor's agreement with Company, information about Company, its operations, clientele, or any other information, that relate to the business of Company including, but not limited to, the names of its customers, its marketing strategies, operations, or any other information of any kind which would be deemed confidential, a trade secret, a customer list, or other form of proprietary information of Company. Independent Contractor acknowledges that the above information is material and confidential and that it affects the profitability of Company. ","Independent Contractor Agreement","6",62,"https://templates.business-in-a-box.com/imgs/1000px/independent-contractor-agreement-D160.png","https://templates.business-in-a-box.com/imgs/250px/160.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#160.xml",{"title":6,"description":6},[160],{"label":161,"url":162},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",{"description":166,"descriptionCustom":6,"label":167,"pages":105,"size":88,"extension":10,"preview":168,"thumb":169,"svgFrame":170,"seoMetadata":171,"parents":173,"keywords":172,"url":178},"DATA PROCESSING AGREEMENT This Data Processing Agreement (\"Agreement\") is entered into effect as of [DATE], BETWEEN: [DATA CONTROLLER NAME], (\"Data Controller\") an individual with their main address located at OR a team leader of a group organized within the [Company/Organization] of [COMPANY/ORGANIZATION NAME], with its office located at: [COMPLETE ADDRESS] AND: [DATA PROCESSOR NAME], (\"Data Processor\") an individual with their main address located at OR a member of the team organized within the [Company/Organization] of [COMPANY/ORGANIZATION NAME], with their address located at: [COMPLETE ADDRESS] RECITALS: WHEREAS, the Data Controller is engaged in [DESCRIPTION OF BUSINESS ACTIVITY], and in connection therewith, collects and processes Personal Data; WHEREAS, the Data Controller wishes to engage the Data Processor to perform certain services which require the processing of Personal Data on behalf of the Data Controller; WHEREAS, the parties seek to ensure compliance with the relevant data protection laws and regulations in the processing of Personal Data; NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto agree as follows: DEFINITIONS AND INTERPRETATION \"Personal Data\" means any information relating to an identified or identifiable natural person ('Data Subject') that is processed by the Data Processor on behalf of the Data Controller as a result of the services provided under this Agreement. \"Processing\" encompasses any operation performed on Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure, or destruction. Definitions of \"Data Subject\", \"Controller\", \"Processor\", and \"Supervisory Authority\" shall be in accordance with the definitions provided by the relevant data protection laws and regulations. SCOPE AND PURPOSE OF DATA PROCESSING 2.1 The Data Processor agrees to process Personal Data solely for the purpose of [SPECIFY SERVICES] and strictly within the documented instructions received from the Data Controller, unless required by law to which the Data Processor is subject","Data Processing Agreement","https://templates.business-in-a-box.com/imgs/1000px/data-processing-agreement-D13954.png","https://templates.business-in-a-box.com/imgs/250px/13954.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13954.xml",{"title":172,"description":6},"data processing agreement",[174,175],{"label":96,"url":97},{"label":176,"url":177},"Shareholders & Investors","shareholders-investors","/template/data-processing-agreement-D13954",false,{"seo":181,"reviewer":193,"legal_disclaimer":179,"quick_facts":197,"at_a_glance":199,"personas":203,"variants":228,"glossary":251,"fields":282,"how_to_fill":333,"common_mistakes":364,"faqs":381,"industries":409,"comparisons":426,"diy_vs_pro":442,"related_template_ids_curated":455,"schema":466,"classification":468},{"meta_title":182,"meta_description":183,"primary_keyword":184,"secondary_keywords":185},"Checklist Software License Agreement Provisions Template (Free Word)","Free checklist template for reviewing software license agreement provisions. Verify IP ownership, usage rights, liability limits, and compliance terms. Free Word and PDF download.","software license agreement provisions checklist",[186,187,188,189,190,191,192],"software license agreement checklist","software license provisions template","software licensing checklist word","software license review checklist","software agreement checklist template","saas license agreement checklist","software license compliance checklist",{"name":194,"credential":195,"reviewed_date":196},"Bruno Goulet","CEO, Business in a Box","2026-05-02",{"difficulty":198,"legal_review_recommended":179,"signature_required":179},"easy",{"what_it_is":200,"when_you_need_it":201,"whats_inside":202},"A Checklist Software License Agreement Provisions template is a structured Word form that helps buyers, vendors, and legal reviewers systematically verify that every critical clause is present and complete in a software license agreement. It is a free download you can edit online and use as a repeatable review tool before executing any software licensing deal.\n","Use it whenever your organization is about to sign a software license — whether a perpetual enterprise license, a SaaS subscription, or an OEM agreement — to confirm that no material provision has been omitted or left ambiguous before execution.\n","The checklist covers license scope and grant, IP ownership, permitted users and usage restrictions, fees and payment terms, warranty and liability limits, data handling, audit rights, termination conditions, and governing law — organized as a line-by-line review form with a status column for each provision.\n",[204,208,212,216,220,224],{"title":205,"use_case":206,"icon_asset_id":207},"IT procurement managers","Auditing incoming vendor software agreements before routing for signature","persona-it-manager",{"title":209,"use_case":210,"icon_asset_id":211},"In-house legal teams","Standardizing the license review process across multiple software acquisitions","persona-legal-counsel",{"title":213,"use_case":214,"icon_asset_id":215},"SaaS vendors and ISVs","Confirming their standard license template covers all required provisions before sending to customers","persona-saas-founder",{"title":217,"use_case":218,"icon_asset_id":219},"Small business owners","Reviewing a vendor's license agreement without dedicated legal staff","persona-small-business-owner",{"title":221,"use_case":222,"icon_asset_id":223},"Operations directors","Maintaining a consistent software compliance record across the organization","persona-operations-director",{"title":225,"use_case":226,"icon_asset_id":227},"IT consultants and MSPs","Reviewing client software license terms as part of a technology assessment","persona-it-consultant",[229,233,236,240,243,247],{"situation":230,"recommended_template":231,"slug":232},"Reviewing a SaaS subscription agreement","SaaS Subscription Agreement Checklist","subscription-agreement-D12537",{"situation":234,"recommended_template":37,"slug":235},"Drafting or reviewing the full software license agreement itself","software-license-agreement-D12928",{"situation":237,"recommended_template":238,"slug":239},"Auditing compliance with an existing license post-execution","Software License Compliance Audit Checklist","checklist-software-license-agreement-provisions-D782",{"situation":241,"recommended_template":242,"slug":235},"Evaluating an OEM or reseller software arrangement","OEM Software License Agreement",{"situation":244,"recommended_template":245,"slug":246},"Reviewing terms for open-source software used commercially","Open Source License Compliance Checklist","checklist-compliance-D13915",{"situation":248,"recommended_template":249,"slug":250},"Managing multiple vendor software agreements in one register","Software Asset Management Register","asset-management-policy-D12879",[252,255,258,261,264,267,270,273,276,279],{"term":253,"definition":254},"License Grant","The clause that specifies exactly what rights the licensee receives — to use, copy, modify, or distribute the software — and under what conditions.",{"term":256,"definition":257},"Perpetual License","A software license that grants the right to use the software indefinitely, typically for a one-time upfront fee.",{"term":259,"definition":260},"Subscription License","A time-limited license that must be renewed periodically, commonly monthly or annually, and terminates automatically if not renewed.",{"term":262,"definition":263},"Named User","A licensing model that restricts use to a specific list of identified individuals rather than any employee in the organization.",{"term":265,"definition":266},"Concurrent Users","A licensing model that limits how many users may access the software at the same time, regardless of the total number of people with accounts.",{"term":268,"definition":269},"Indemnification","A contractual obligation for one party to compensate the other for specified losses — in software licenses, typically covering IP infringement claims.",{"term":271,"definition":272},"Limitation of Liability","A clause capping the maximum financial exposure of either party, usually expressed as a multiple of fees paid in the prior 12 months.",{"term":274,"definition":275},"Audit Rights","A provision allowing the licensor to inspect the licensee's systems or records to verify compliance with the license terms.",{"term":277,"definition":278},"Escrow","An arrangement where the software's source code is held by a neutral third party and released to the licensee if the vendor ceases operations or fails to maintain the product.",{"term":280,"definition":281},"Acceptable Use Policy (AUP)","A separate document incorporated by reference into a software license that defines prohibited uses of the software.",[283,288,293,298,303,308,313,318,323,328],{"name":284,"plain_english":285,"sample_language":286,"common_mistake":287},"License type and scope","Confirms whether the license is perpetual, subscription, or term-based, and whether it covers a single site, enterprise-wide use, or a defined number of users.","License Type: [PERPETUAL / SUBSCRIPTION / TERM] | Scope: [SINGLE SITE / ENTERPRISE / NAMED USERS: X / CONCURRENT USERS: X]","Leaving scope undefined — an agreement that does not specify named users or sites allows the vendor to argue breach when headcount grows, triggering unexpected true-up fees.",{"name":289,"plain_english":290,"sample_language":291,"common_mistake":292},"Permitted and prohibited uses","Records which uses are explicitly authorized (production, testing, development) and which are restricted (sublicensing, benchmarking, reverse engineering).","Permitted: [PRODUCTION / TEST / DEV] | Prohibited: [SUBLICENSE / BENCHMARK / REVERSE ENGINEER / MODIFY SOURCE CODE]","Missing a benchmarking restriction check — many enterprise licenses prohibit publishing performance benchmarks, and violating this clause unknowingly can trigger termination.",{"name":294,"plain_english":295,"sample_language":296,"common_mistake":297},"IP ownership and assignment","Confirms that the licensor retains ownership of the software and that the licensee's customizations or integrations do not inadvertently transfer IP.","Vendor IP ownership confirmed: [YES / NO] | Licensee retains rights to own data: [YES / NO] | Customization IP: [VENDOR / LICENSEE / SHARED]","Assuming licensee-built integrations belong to the licensee — some agreements claim vendor ownership over any derivative works or API extensions.",{"name":299,"plain_english":300,"sample_language":301,"common_mistake":302},"Fees, payment terms, and true-up","Records the license fee, payment schedule, auto-renewal terms, and any contractual mechanism for adjusting fees when actual usage exceeds the licensed quantity.","Annual Fee: $[AMOUNT] | Payment: [NET 30 / ANNUAL UPFRONT] | Auto-Renew: [YES / NO] | True-Up Frequency: [ANNUAL / QUARTERLY]","Not flagging auto-renewal clauses with a notice period shorter than 60 days — organizations miss the cancellation window and are locked into another year.",{"name":304,"plain_english":305,"sample_language":306,"common_mistake":307},"Warranty provisions","Checks whether the vendor warrants that the software will perform materially as documented and what the remedy is if it does not.","Performance Warranty: [YES / NO] | Warranty Period: [X DAYS FROM DELIVERY] | Remedy: [REPAIR / REPLACE / REFUND] | Disclaimer of Implied Warranties: [YES / NO]","Accepting a full disclaimer of all warranties without a minimum performance warranty — leaving the licensee with no contractual recourse if the software is materially non-functional at delivery.",{"name":309,"plain_english":310,"sample_language":311,"common_mistake":312},"Limitation of liability and indemnification","Records the liability cap, what categories of damages are excluded (consequential, indirect), and whether the vendor indemnifies the licensee against third-party IP claims.","Liability Cap: [12 MONTHS FEES / OTHER: $X] | Excluded Damages: [CONSEQUENTIAL / INDIRECT / LOST PROFITS] | IP Indemnification by Vendor: [YES / NO]","Accepting a liability cap below 12 months' fees for mission-critical software — if an outage causes significant business loss, the recovery ceiling may be far below actual damages.",{"name":314,"plain_english":315,"sample_language":316,"common_mistake":317},"Data handling and confidentiality","Confirms how the vendor processes, stores, and protects licensee data, and whether a Data Processing Agreement is required for personal data.","Data Residency: [US / EU / OTHER: SPECIFY] | DPA Required: [YES / NO] | Vendor Sub-processors Disclosed: [YES / NO] | Confidentiality Term: [DURING AGREEMENT + X YEARS]","Skipping the DPA check for software that handles personal data — processing personal data under a license without a DPA violates GDPR and equivalent privacy laws.",{"name":319,"plain_english":320,"sample_language":321,"common_mistake":322},"Termination conditions","Records the grounds for termination (material breach, insolvency, convenience), required notice periods, and the obligations of each party upon termination.","Termination for Cause: [X DAYS CURE PERIOD] | Termination for Convenience: [YES / NO — X DAYS NOTICE] | Post-Termination: [DATA RETURN / DELETION WITHIN X DAYS]","Overlooking the data-return window after termination — vendors typically delete all licensee data 30–90 days post-termination, and missing the window means permanent data loss.",{"name":324,"plain_english":325,"sample_language":326,"common_mistake":327},"Audit rights","Confirms whether the vendor has the right to audit the licensee's usage, the permitted frequency and method, and whether audit costs are the licensee's responsibility.","Audit Rights: [YES / NO] | Frequency: [ONCE PER YEAR / AS NEEDED] | Notice Required: [X DAYS] | Licensee Bears Audit Cost if Underpayment Exceeds: [X%]","Accepting unlimited audit rights with no minimum notice period — this exposes the organization to disruptive on-site audits with little operational preparation time.",{"name":329,"plain_english":330,"sample_language":331,"common_mistake":332},"Governing law and dispute resolution","Records which jurisdiction's law governs the agreement and how disputes are resolved — litigation, arbitration, or mediation.","Governing Law: [STATE / COUNTRY] | Dispute Resolution: [LITIGATION / BINDING ARBITRATION / MEDIATION FIRST] | Venue: [CITY, STATE]","Accepting a governing-law clause in a distant jurisdiction without flagging it — requiring travel to the vendor's home state for any dispute effectively prevents the licensee from pursuing small or mid-sized claims.",[334,339,344,349,354,359],{"step":335,"title":336,"description":337,"tip":338},1,"Gather the full software license agreement","Obtain the complete executed or proposed license document, including all schedules, exhibits, and any incorporated policies such as an AUP or DPA. Do not review a summary or redline only.","Ask the vendor to provide a clean consolidated version that includes all amendments — vendors sometimes issue material changes in order forms rather than the main agreement.",{"step":340,"title":341,"description":342,"tip":343},2,"Work through each checklist field in order","Review the agreement section by section against each checklist field. Mark each item as Present, Absent, or Needs Clarification in the status column. Do not skip items because they seem unlikely to apply.","Fields left blank on the checklist are findings, not omissions — blank means the provision is missing from the agreement.",{"step":345,"title":346,"description":347,"tip":348},3,"Record the exact clause reference for each confirmed provision","In the notes column, write the section number and a short summary of what the clause says. This creates an audit trail and makes renegotiation faster.","Cross-reference the clause reference against the actual agreement text to catch provisions that are referenced but defined elsewhere in a schedule.",{"step":350,"title":351,"description":352,"tip":353},4,"Flag missing or one-sided provisions for negotiation","Highlight every item marked Absent or Needs Clarification and group them by priority — deal-breakers, material risks, and minor preferences. Bring the flagged list to the negotiation.","Limit your initial negotiation ask to the top three to five material issues — raising every flag at once typically slows the process and reduces credibility.",{"step":355,"title":356,"description":357,"tip":358},5,"Confirm data and privacy compliance requirements","Check the data handling field against your organization's regulatory obligations — GDPR, HIPAA, CCPA, or SOC 2 requirements. Confirm a DPA is in place if personal data is processed.","If the vendor cannot provide a signed DPA within 10 business days, escalate before signing the main agreement — not after.",{"step":360,"title":361,"description":362,"tip":363},6,"Archive the completed checklist with the executed agreement","Save the completed checklist alongside the signed license in your contract management system or shared drive. Include the date of review and the name of the reviewer.","Set a calendar reminder for 90 days before the auto-renewal date and attach the checklist to that reminder so you can review current terms in time to negotiate or cancel.",[365,369,373,377],{"mistake":366,"why_it_matters":367,"fix":368},"Reviewing a summary instead of the full agreement","Material provisions — audit rights, auto-renewal windows, liability caps — are often buried in schedules or exhibits that do not appear in a vendor-supplied summary.","Always request and review the complete agreement package including all attached schedules, order forms, and incorporated policies before completing the checklist.",{"mistake":370,"why_it_matters":371,"fix":372},"Skipping the auto-renewal and notice-period fields","Cancellation windows of 30–60 days before the renewal date are standard in enterprise software agreements. Missing the window locks the organization into another full term.","Record the renewal date and required notice period in the checklist and immediately create a calendar reminder 90 days before the renewal deadline.",{"mistake":374,"why_it_matters":375,"fix":376},"Ignoring the data-return and deletion clause at termination","Vendors typically delete licensee data 30–90 days after termination. Organizations that miss the return window lose access to their own records permanently.","Note the exact data-return window in the termination field and assign a named owner responsible for initiating the export before the agreement ends.",{"mistake":378,"why_it_matters":379,"fix":380},"Accepting blanket warranty disclaimers without a performance warranty","A full disclaimer of implied warranties with no express performance warranty leaves the licensee with no contractual remedy if the software fails to perform at delivery.","Flag any agreement that includes a full warranty disclaimer with no corresponding express warranty, and negotiate at minimum a 90-day fitness-for-purpose warranty before signing.",[382,385,388,391,394,397,400,403,406],{"question":383,"answer":384},"What is a software license agreement provisions checklist?","A software license agreement provisions checklist is a structured review form that lists every material clause a software license should contain — license scope, IP ownership, fees, warranties, liability limits, data handling, and termination — and provides a status column to confirm whether each provision is present, absent, or needs clarification in the agreement under review. It is used by buyers and vendors to reduce the risk of signing a license with material gaps.\n",{"question":386,"answer":387},"When should I use this checklist?","Use it before signing any software license agreement, whether you are the buyer reviewing a vendor's standard terms or a vendor confirming your own template is complete. It is also useful when renewing an existing agreement, onboarding a new software tool without a dedicated legal team, or auditing a software portfolio for compliance gaps.\n",{"question":389,"answer":390},"Does completing this checklist replace a legal review?","For straightforward software purchases, a completed checklist is often sufficient to identify material gaps and flag issues for negotiation. For enterprise agreements above $50K annually, mission-critical systems, agreements involving personal data under GDPR or HIPAA, or OEM and reseller arrangements, a legal review by qualified counsel is advisable in addition to the checklist.\n",{"question":392,"answer":393},"What is the difference between a perpetual and a subscription license?","A perpetual license grants the right to use a specific version of the software indefinitely after a one-time payment. A subscription license grants access for a defined period — typically one year — and terminates automatically if not renewed. Subscription licenses often include updates and support; perpetual licenses may require separate maintenance fees for ongoing updates.\n",{"question":395,"answer":396},"What should a software license's limitation of liability cover?","The limitation should state a clear cap — typically 12 months of fees paid — specify which categories of damages are excluded (consequential, indirect, and lost profits are standard exclusions), and carve out IP indemnification and confidentiality breaches from the cap. Accepting a liability cap lower than 12 months' fees for mission-critical software is a material risk.\n",{"question":398,"answer":399},"Why do software licenses include audit rights?","Audit rights allow the licensor to verify that the licensee is using the software within the licensed quantity and scope. Vendors use audits to identify under-licensing and collect true-up fees. Licensees should negotiate a minimum 30-day advance notice requirement, a limit of one audit per calendar year, and a threshold — typically 5–10% underpayment — before the licensee bears the cost of the audit.\n",{"question":401,"answer":402},"What is a true-up in a software license agreement?","A true-up is a contractual mechanism that adjusts fees when actual usage exceeds the licensed quantity at a defined review period — typically annually. For example, if you license 100 named users and have 115 active users at year-end, the true-up invoices you for the additional 15 at the contracted per-user rate. Reviewing true-up frequency and pricing in the checklist prevents unexpected year-end invoices.\n",{"question":404,"answer":405},"What data handling provisions should a software license include?","At minimum: confirmation of data residency (the country or region where data is stored), a Data Processing Agreement if personal data is processed, disclosure of sub-processors, the vendor's security certification (SOC 2, ISO 27001), data-return and deletion timelines on termination, and breach notification obligations. For EU personal data, a DPA incorporating Standard Contractual Clauses is required by GDPR.\n",{"question":407,"answer":408},"How do I handle auto-renewal clauses in a software license?","Record the auto-renewal date and the required notice period to cancel in the checklist immediately after review. Set a calendar reminder 90 days before the renewal date. At that point, confirm whether you want to renew, renegotiate, or cancel — vendors are far more flexible before auto-renewal than after. Failing to act within the notice window typically locks you into another full term at the existing rate.\n",[410,414,418,422],{"industry":411,"icon_asset_id":412,"specifics":413},"Technology / SaaS","industry-saas","SaaS vendors use the checklist to confirm their standard subscription agreement covers API usage rights, uptime SLAs, and data processing obligations before deploying to enterprise customers.",{"industry":415,"icon_asset_id":416,"specifics":417},"Financial Services","industry-fintech","Banks and fintechs apply the checklist to verify that vendor agreements meet regulatory data residency, audit rights, and business continuity requirements imposed by their regulators.",{"industry":419,"icon_asset_id":420,"specifics":421},"Healthcare","industry-healthtech","Healthcare organizations use the checklist to confirm HIPAA Business Associate Agreement requirements are addressed alongside the standard license provisions before onboarding clinical software.",{"industry":423,"icon_asset_id":424,"specifics":425},"Professional Services","industry-professional-services","Law firms and consulting practices use the checklist when procuring practice management or document automation software, focusing on confidentiality and data handling given client privilege obligations.",[427,430,434,438],{"vs":37,"vs_template_id":428,"summary":429},"software-license-agreement-D781","A Software License Agreement is the binding contract that governs the licensing relationship. This checklist is a review tool used before or during negotiation to confirm the agreement is complete. You need both — the checklist identifies what to negotiate; the agreement records the final terms.",{"vs":431,"vs_template_id":432,"summary":433},"Due Diligence Checklist","due-diligence-checklist-D12742","A due diligence checklist covers the full scope of a business or acquisition review — financials, legal, HR, operations, and IP. This checklist is narrowly focused on software licensing provisions only. Use the due diligence checklist for M&A; use this one specifically for software procurement.",{"vs":435,"vs_template_id":436,"summary":437},"SaaS Subscription Agreement","saas-subscription-agreement-D13266","A SaaS Subscription Agreement is the contract used for cloud-delivered software billed on a recurring basis. This checklist can be applied to SaaS agreements but also covers perpetual licenses and on-premise software. The SaaS agreement is the document; the checklist is the review tool.",{"vs":439,"vs_template_id":440,"summary":441},"Vendor Contract Review Checklist","D{VENDOR_CONTRACT_REVIEW_ID}","A vendor contract review checklist covers general procurement terms — price, delivery, warranties, and dispute resolution — across any vendor category. This checklist is specifically scoped to software licensing provisions such as license grant, IP ownership, audit rights, and data handling, which general vendor checklists rarely address in sufficient depth.",{"use_template":443,"template_plus_review":447,"custom_drafted":451},{"best_for":444,"cost":445,"time":446},"Businesses reviewing standard software license agreements for tools under $50K annually","Free","30–60 minutes per agreement",{"best_for":448,"cost":449,"time":450},"Enterprise agreements above $50K, mission-critical systems, or agreements involving personal data under GDPR or HIPAA","$300–$800 for a one-hour attorney review","1–3 business days",{"best_for":452,"cost":453,"time":454},"OEM arrangements, complex multi-jurisdiction licensing, or embedding third-party software in your own product","$1,500–$5,000+","1–3 weeks",[235,232,456,457,458,459,460,461,462,463,464,465],"non-disclosure-agreement-nda-D12692","checklist-customer-due-diligence-D13916","service-level-agreement-D778","independent-contractor-agreement-D160","data-processing-agreement-D13954","vendor-agreement-D13292","it-service-agreement-D13422","ip-sale-agreement-D964","master-service-agreement-D12657","custom-software-development-agreement-D787",{"emit_how_to":467,"emit_defined_term":467},true,{"primary_folder":469,"secondary_folder":470,"document_type":471,"industry":472,"business_stage":473,"tags":474,"confidence":479},"software-technology","software-asset-management","checklist","general","all-stages",[475,476,477,478],"software-license-agreement","license-management","compliance-checklist","contract-review",0.85,"\u003Ch2>What is a Checklist Software License Agreement Provisions?\u003C/h2>\n\u003Cp>A \u003Cstrong>Checklist Software License Agreement Provisions\u003C/strong> template is a structured review form that guides buyers, vendors, and operations teams through every material clause a software license agreement should contain — from license scope and IP ownership to liability limits, audit rights, and data handling. It converts a complex legal document review into a line-by-line verification exercise, with a status field for each provision so reviewers can confirm what is present, flag what is absent, and identify what needs clarification before any agreement is signed.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Signing a software license without a systematic review is one of the most common and costly procurement mistakes organizations make. Auto-renewal clauses with 30-day cancellation windows lock businesses into another year of fees they did not intend to pay. Missing data-return provisions mean organizations lose access to their own records when a vendor relationship ends. Absent IP assignment language allows vendors to claim ownership of integrations the licensee built and paid for. Incomplete liability caps leave mission-critical systems effectively uninsured against vendor failures. This checklist surfaces every one of these gaps before execution — when you still have negotiating leverage — rather than after, when the contract is binding and the risk is already live.\u003C/p>\n",1781186033921]