[{"data":1,"prerenderedAt":516},["ShallowReactive",2],{"document-demonstration-software-license-D788":3},{"document":4,"label":21,"preview":11,"thumb":22,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":23,"breadcrumb":27,"related":35,"customDescModule":173,"customdescription":6,"mdFm":174,"mdProseHtml":515},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":20},"SOFTWARE DEMONSTRATION LICENSE This Demonstration License Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Licensor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Licensee\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] 1. GRANT OF LICENSE 1.1. Licensor hereby grants to Licensee a personal, non-exclusive and non-transferable right to use a demonstration version of the software set forth in Schedule A (hereinafter \"Licensed Software\") on the single CPU set forth in Schedule A for a limited period of time until the date specified in Schedule A. Licensee hereby agrees that the Licensed Software shall not be removed from the location specified in Schedule A except to return the Licensed Software to Licensor upon termination of this License. 1.2. Licensee shall use the Licensed Software only for its own business purposes and not for providing consulting, timesharing or programming services or products to Other Persons. \"Other Persons\" are individuals, firms, or corporations outside the Licensee, its divisions and its majority-owned subsidiaries. 1.3. The Licensed Software includes Licensor know-how, certain object code computer programs and associated documentation, manuals and other printed or visually-perceptible materials describing the use or design of the licensed computer programs. Licensor know-how includes the valuable, confidential and proprietary information developed by Licensor from time to time relating to the contents, working, installation and implementation of the Licensed Software. The Licensed Software incorporates automatic shutdown features which make it inoperable after the termination date. 2. CONFIDENTIALITY AND PROPRIETARY RIGHTS 2.1. Licensee acknowledges that the Licensed Software contains valuable trade secrets of Licensor. Licensee shall not sell, assign, lease, license, disclose, give or otherwise transfer said Licensed Software or any copy thereof to any Other Person. Licensee shall not disclose the Licensed Software to any consultant retained by Licensee except upon the prior written consent of Licensor. Licensee shall treat all Licensed Software to which it has access with at least the same degree of confidentiality as Licensee keeps its own confidential information. Licensee shall safeguard any and all copies of the Licensed Software against unauthorized disclosure, shall not tamper with, bypass or alter its security features or attempt to do so, and shall take all reasonable steps to ensure that the provisions of this License are not violated by any person under Licensee's control or in Licensee's service. Licensee also agrees that it shall neither cause nor permit any person under its control or in its service in any way to disassemble or attempt to disassemble the Licensed Software object code. 2.2. All copyright, patent, trade secret, confidential information and other intellectual and proprietary rights in the Licensed Software are and shall remain the valuable property of Licensor. All obligations of confidentiality shall survive the termination of this License for a period of [NUMBER] years. These obligations of non-disclosure shall not apply to information that has been or from time to time is: 2.2.1. developed by one party independently of the other party as evidenced by a writing; or 2.2.2. rightly obtained without restriction, from a third party who has the right to transfer or disclose it, or 2.2.3. publicly available other than through the fault or negligence of the receiving party. 3. REPRODUCTION AND COPYRIGHTS The Licensed Software is entitled to protection under the Copyright laws of [COUNTRY]. Licensee may not copy or otherwise reproduce any part of the Licensed Software without the prior written consent of Licensor. Licensee agrees that it shall not allow any Other Person to copy any portion of the Licensed Software for any purpose whatsoever. Licensee shall not remove any copyright or other proprietary notices from the Licensed Software. The existence of a copyright notice shall not cause, or be construed as causing, the Licensed Software to be in the public domain or to be other than an unpublished work with all rights reserved under the Copyright law. 4. WARRANTIES 4.1. Licensor represents and warrants to Licensee that Licensor is authorized to grant this License and, to the best of Licensor's knowledge, the Licensed Software does not infringe upon any copyright or other proprietary right of others. 4.2",null,"Demonstration Software License","5",49,"doc","https://templates.business-in-a-box.com/imgs/1000px/demonstration-software-license-D788.png","https://templates.business-in-a-box.com/imgs/250px/788.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#788.xml",{"title":6,"description":6},[16,19],{"label":17,"url":18},"Software & Technology","/templates/software-technology-business/",{"label":17,"url":18},"demonstration software license","Demonstration Software License Template","https://templates.business-in-a-box.com/imgs/400px/788.png",[24,16,19],{"label":25,"url":26},"Templates","/templates/",[28,29,32],{"label":25,"url":26},{"label":30,"url":31},"Legal Agreements","/templates/business-legal-agreements/",{"label":33,"url":34},"Development Agreements","/templates/development-agreements/",[36,40,44,48,52,56,60,64,68,72,76,80,84,102,118,133,148,160],{"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},"Software Development and License Agreement","/template/software-development-and-license-agreement-D801","https://templates.business-in-a-box.com/imgs/250px/801.png",{"label":49,"url":50,"thumb":51,"extension":10},"Trial Software License Agreement","/template/trial-software-license-agreement-D815","https://templates.business-in-a-box.com/imgs/250px/815.png",{"label":53,"url":54,"thumb":55,"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":57,"url":58,"thumb":59,"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":61,"url":62,"thumb":63,"extension":10},"Checklist Software License Agreement Provisions","/template/checklist-software-license-agreement-provisions-D782","https://templates.business-in-a-box.com/imgs/250px/782.png",{"label":65,"url":66,"thumb":67,"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":69,"url":70,"thumb":71,"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":73,"url":74,"thumb":75,"extension":10},"Clickable Software License Notice","/template/clickable-software-license-notice-D831","https://templates.business-in-a-box.com/imgs/250px/831.png",{"label":77,"url":78,"thumb":79,"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":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":117},"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",[112,114],{"label":30,"url":113},"business-legal-agreements",{"label":115,"url":116},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":119,"descriptionCustom":6,"label":120,"pages":121,"size":122,"extension":10,"preview":123,"thumb":124,"svgFrame":125,"seoMetadata":126,"parents":127,"keywords":131,"url":132},"CUSTOM SOFTWARE DEVELOPMENT AGREEMENT This Custom Software Development Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [CUSTOMER NAME] (the \"Customer\"), a corporation 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 \"Developer\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS WHEREAS Customer wishes to [DESCRIBE NEEDS TO BE ADDRESSED], and wants to hire Developer to develop these custom software packages, and; WHEREAS Developer desires to develop these custom software packages for Customer: NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto, intending, to be legally bound, agree as follows: Purpose of Agreement Customer desires to retain Developer as an independent contractor to develop the computer software (the \"Software\") described in the Functional Specifications contained in Exhibit A attached to and made part of this Agreement. Developer is ready, willing and able to undertake the development of the Software and agrees to do so under the terms and conditions set forth in this Agreement. Preparation of Development Plan Developer shall prepare a development plan (\"Development Plan\") for the Software, satisfying the requirements set forth in the Functional Specifications. The Development Plan shall include: Detailed Specifications for the Software; A listing of all items to be delivered to Customer under this Agreement (\"Deliverables\"); A delivery schedule containing a delivery date for each Deliverable; and A payment schedule setting forth the amount and time of Developer's compensation. ACCEPTANCE OF DEVELOPMENT PLAN Developer shall deliver the Development Plan to Customer by [DEVELOPMENT PLAN DEADLINE]. Customer shall have [NUMBER] days to review the Development Plan. Upon approval of the Development Plan by Customer, it will be marked as Exhibit B and will be deemed by both parties to have become a part of this Agreement and will be incorporated by reference. Developer shall then commence development of Software that will substantially conform to the requirements set forth in the Development Plan. If the Development Plan is in Customer's reasonable judgment unsatisfactory in any material respect, Customer shall prepare a detailed written description of the objections. Customer shall deliver such objections to Developer within [NUMBER] days of receipt of the Development Plan. Developer shall then have [NUMBER] days to modify the Development Plan to respond to Customer's objections. Customer shall have [NUMBER] days to review the modified Development Plan. If Customer deems the modified Development Plan to be unacceptable, Customer has the option of terminating this Agreement upon written notice to Developer or permitting Developer to modify the Development Plan again under the procedure outlined in this paragraph. If this Agreement is terminated, the obligations of both parties under it shall end except for Customer's obligation to pay Developer all sums due for preparing the Development Plan and the ongoing obligations of confidentiality set forth in the provision of this Agreement entitled \"Confidentiality.\" Payment for Development Plan If the Development Plan is not accepted by Customer and Customer terminates this Agreement, Developer shall be entitled to compensation on a time and materials basis at an hourly rate of [HOURLY RATE] plus expenses to the date of termination. Developer shall submit an invoice detailing its time and expenses preparing the Development Plan. If the invoice amount is less than the amounts paid to Developer prior to termination, Developer shall promptly return the excess to Customer. If the invoice amount exceeds the amounts paid to Developer prior to termination, Customer shall promptly pay Developer the difference. However, Developer's total compensation for preparing the Development Plan shall not exceed [AMOUNT]. Payment [TIME AND MATERIALS AGREEMENT] Developer shall be compensated at the rate of [RATE] per hour [OR \"day,\" \"week,\" \"month\"]. Payment will be made within [NUMBER OF DAYS] days of Developer's submission of an invoice for work completed. [OPTIONAL: \"Unless otherwise agreed upon in writing by Customer, Customer's maximum liability for all services performed during the term of this Agreement shall not exceed [MAXIMUM AMOUNT].\"] OR [FIXED PRICE AGREEMENT] The total contract price shall be set forth in the Development Plan. Customer shall pay the Developer the sum of [INITIAL AMOUNT] upon execution of this Agreement and the sum of [AMOUNT IF PLAN APPROVED] upon Customer's approval of the Development Plan. The remainder of the contract price shall be payable in installments according to the payment schedule to be included in the Development Plan. Each installment shall be payable upon completion of each project phase by Developer and acceptance by Customer in accordance with the provision of this Agreement entitled \"Acceptance Testing of Software.\" Payment of Developer's Costs Customer shall reimburse Developer for all out-of-pocket expenses incurred by Developer in performing services under this Agreement. Such expenses include, but are not limited, to: All communications charges Costs for providing conversion services for converting Customer's database Media costs Travel expenses other than normal commuting, including airfares, rental vehicles, and highway mileage in company or personal vehicles at [cents per mile] Other expenses resulting from the work performed under this Agreement. Developer shall submit an itemized statement of Developer's expenses. Customer shall pay Developer within [NUMBER] days from the date of each statement. Late Fees Late payments by Customer shall be subject to late penalty fees of [%] per month from the due date until the amount is paid. Materials Customer shall make available to Developer, at Customer's expense, the following materials, facilities and equipment: [LIST] These items will be provided to Customer by [DATE]. Changes in Project Scope If at any time following acceptance of the Development Plan by Customer, Customer should desire a change in Developer's performance under this Agreement that will alter or amend the Specifications or other elements of the Development Plan, Customer shall submit to Developer a written proposal specifying the desired changes. Developer will evaluate each such proposal at its standard rates and charges. Developer shall submit to Customer a written response to each such proposal within [NUMBER] working days following receipt thereof. Developer's written response shall include a statement of the availability of Developer's personnel and resources, as well as any impact the proposed changes will have on the contract price, delivery dates or warranty provisions of this Agreement. Changes to the Development Plan shall be evidenced by a \"Development Plan Modification Agreement.\" The Development Plan Modification Agreement shall amend the Development Plan appropriately to incorporate the desired changes and acknowledge any effect of such changes on the provisions of this Agreement. The Development Plan Modification Agreement shall be signed by authorized representatives of Customer and Developer, whereupon Developer shall commence performance in accordance with it. Should Developer not approve the Development Plan Modification Agreement as written, Developer will so notify Customer within [NUMBER] working days of Developer's receipt of the Development Plan Modification Agreement. Developer shall not be obligated to perform any services beyond those called for in the Development Plan prior to its approval of the Development Plan Modification Agreement.","Custom Software Development Agreement","16",116,"https://templates.business-in-a-box.com/imgs/1000px/custom-software-development-agreement-D787.png","https://templates.business-in-a-box.com/imgs/250px/787.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#787.xml",{"title":6,"description":6},[128,130],{"label":17,"url":129},"software-technology-business",{"label":17,"url":129},"custom software development agreement","/template/custom-software-development-agreement-D787",{"description":134,"descriptionCustom":6,"label":135,"pages":136,"size":137,"extension":10,"preview":138,"thumb":139,"svgFrame":140,"seoMetadata":141,"parents":142,"keywords":146,"url":147},"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},[143],{"label":144,"url":145},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",{"description":149,"descriptionCustom":6,"label":150,"pages":136,"size":88,"extension":10,"preview":151,"thumb":152,"svgFrame":153,"seoMetadata":154,"parents":156,"keywords":155,"url":159},"SERVICE AGREEMENT This SERVICE AGREEMENT (\"Agreement\") is effective [DATE], BETWEEN: [COMPANY NAME] (the \"Contractor\"), a company organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Customer\"), a company organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] (The Contractor and the Customer shall be individually referred to as a \"Party\" and collectively referred to as the \"Parties\", as the context may require). WHEREAS A. Contractor has experience and expertise in [DESCRIBE EXPERIENCE AND SERVICE]. B. Customer desires to have Contractor provide services for them. C. Contractor desires to provide services to Customer on the terms and conditions set forth herein (the \"Services\"). NOW THEREFORE, in consideration of the above recitals, the representations, warranties, and agreements contained in this Agreement and for other good and valuable consideration, the receipt and adequacy of which are now acknowledged, the Parties agree as follows: SERVICES PROVIDED Beginning on upon agreement to this contract, [CONTRACTOR] will provide to [CUSTOMER] the following service (collectively, the /Services\"): Description of the project: [DESCRIBE THE SERVICE REQUIRED]. SCOPE OF WORK Contractor agrees to provide Services pursuant to the Scope of Work set forth in Exhibit A attached hereto (the \"Scope of Work\"). TERM Unless both parties mutually agree on an extension, this contract will automatically terminate on [SPECIFY]. PERFORMANCE The parties agree to do everything possible to ensure that the terms of this Agreement take effect. PAYMENT FOR SERVICES In exchange for the Services rendered, a payment of [SPECIFY] will be made to the Contractor upon completion of the scheduled Services described in this Contract. If an invoice is not paid on the due date, interest will be added to the current balance. These amounts shall be payable, and the Customer shall pay all overdue amounts at the lesser of [SPECIFY] per cent per annum or the maximum percentage permitted by applicable law. Or Customer will pay Contractor as follows: [SPECIFY]. DELIVERY OF SERVICES The Contractor will exercise due diligence in the provision of services. However, the Customer acknowledges that the indicated delivery times and other payment milestones listed in Scope of Work are estimates and do not constitute final delivery dates. SECURITY The Contractor must make reasonable security arrangement to protect Material from unauthorized access, collection, use, alteration or disposal. OWNERSHIP RIGHT The Customer shall hold the copyright for the agreed version of the Services as delivered, and the Customer's copyright notice may be displayed in the final version. All works, ideas, discoveries, inventions, patents, products or other information that may be protected by copyright (collectively, the \"Work Product\" developed in whole or in part by the Contractor in connection with the Services, shall be the exclusive property of the Customer. Upon request, the Contractor shall execute all documents necessary to confirm or perfect the exclusive ownership of the Customer's \"Work Product\". The Contractor retains exclusive rights to pre-existing materials used in the Customer's projects. The Customer shall not have the right to reuse, resell or otherwise transfer material belonging to the contractor or third parties. The Contractor reserves the right to use the finished public product as an example of a product. RETURN OF PROPERTY Upon the expiry or termination of this Agreement, the Contractor will return to the Customer any property, documentation, records or Confidential Information which is the property of the Customer. COMPENSATION For all services rendered by the Contractor under this Agreement, the Customer shall indemnify the Contractor. In the event that the Customer fails to make any of the payments mentioned, the Contractor shall have the right, but shall not be obliged, to exercise any of the following remedies: ","Service Agreement","https://templates.business-in-a-box.com/imgs/1000px/service-agreement-D12711.png","https://templates.business-in-a-box.com/imgs/250px/12711.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12711.xml",{"title":155,"description":6},"service agreement",[157,158],{"label":30,"url":113},{"label":30,"url":113},"/template/service-agreement-D12711",{"description":161,"descriptionCustom":6,"label":162,"pages":136,"size":88,"extension":10,"preview":163,"thumb":164,"svgFrame":165,"seoMetadata":166,"parents":168,"keywords":171,"url":172},"Terms and Conditions Welcome to [COMPANY NAME]. Thanks for using our products and services (\"Services\"). The Services are provided by [COMPANY NAME] (\"COMPANY NAME\"), located at [ADRESSE, CITY, STATE, COUNTRY] By using our Services, you are agreeing to these terms. Please read these Terms and Conditions (\"Terms\", \"Terms and Conditions\") carefully before using the http://www.[YOURWEBSITE].com website and the mobile application (the \"Service\") operated by [COMPANY NAME] (\"us\", \"we\", or \"our\"). Our Services are very diverse, so sometimes additional terms or product requirements (including age requirements) may apply. Additional terms will be available with the relevant Services, and those additional terms become part of your agreement with us if you use those Services. Terminology The following terminology applies to these Terms and Conditions, Privacy Statement and Disclaimer notice, and any or all Agreements: \"Client\", \"You\" and \"Your\" refer to you, the person accessing this website and accepting the Company's terms and conditions. \"The Company\", \"Ourselves\", \"We\" and \"Us\" refer to our Company. \"Party\", \"Parties\" or \"Us\" refers to both the Customer and ourselves, or either the Customer or ourselves. All terms refer to the offer, acceptance and consideration of payment necessary to undertake the process of our assistance to the Client in the most appropriate manner, whether through formal meetings of a fixed duration, or by any other means, with the express purpose of meeting the Client's needs in terms of providing the Company's declared services / products, in accordance with and subject to applicable US laws. Any use of the above terminology or other words in the singular, plural, capital letters and/or plural, and/or these terms, is considered interchangeable and therefore a reference to them. Using our Services You must follow any policies made available to you within the Services. Don't misuse our Services. For example, don't interfere with our Services or try to access them using a method other than the interface and the instructions that we provide. You may use our Services only as permitted by law, including applicable export and re-export control laws and regulations. We may suspend or stop providing our Services to you if you do not comply with our terms or policies or if we are investigating suspected misconduct. Using our Services does not give you ownership of any intellectual property rights in our Services or the content you access. You may not use content from our Services unless you obtain permission from its owner or are otherwise permitted by law. These terms do not grant you the right to use any branding or logos used in our Services. Don't remove, obscure, or alter any legal notices displayed in or along with our Services. In connection with your use of the Services, we may send you service announcements, administrative messages, and other information. You may opt out of some of those communications. Some of our Services are available on mobile devices. Do not use such Services in a way that distracts you and prevents you from obeying traffic or safety laws. Privacy Statement We are committed to protecting your privacy. [COMPANY NAME]'s privacy policies explain how we treat your personal data and protect your privacy when you use our Services. By using our Services, you agree that [COMPANY NAME] can use such data in accordance with our privacy policies. Only authorized employees within the company who, in the course of their duties, can access and use information collected from individual customers. We are constantly reviewing our systems and data to ensure the best possible service to our customers. Government authorities have created specific offences for unauthorized actions against computer systems and data. We will investigate such actions with a view to bringing legal action and/or civil action for damages against those responsible. Purchases If you wish to purchase any product or service made available through the Service (\"Purchase\"), you may be asked to supply certain information relevant to your Purchase including, without limitation, your [SPECIFY]. Subscriptions Some parts of the Service are billed on a subscription basis (\"Subscription(s)\"). You will be billed in advance on a recurring [SPECIFY]. Software in our Services When a Service requires or includes downloadable software, this software may update automatically on your device once a new version or feature is available. Some Services may let you adjust your automatic update settings. [COMPANY NAME] gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the software provided to you by [COMPANY NAME] as part of the Services. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by [COMPANY NAME], in the manner permitted by these terms. You may not copy, modify, distribute, sell, or lease any part of our Services or included software, nor may you reverse engineer or attempt to extract the source code of that software, unless laws prohibit those restrictions or you have our written permission. Disclaimer Exclusions and Limitations The information contained on this website is provided on an \" as is \" basis. To the fullest extent permitted by law, this company: excludes all representations and warranties with respect to this website and its content or that are or may be provided by affiliates or any other third party, including with respect to any inaccuracy or omission in this website and/or the Company's documentation; and excludes any liability for damages arising out of or in connection with your use of this website. [COMPANY NAME], and [COMPANY NAME]'s suppliers and distributors, will not be responsible for lost profits, revenues, or data, financial losses or indirect, special, consequential, exemplary, punitive damages or damage caused to your computer, computer software, systems and programs and data relating thereto or any other direct or indirect, consequential or incidental damages. Liability for our Services To the extent permitted by law, the total liability of [COMPANY NAME], and its suppliers and distributors, for any claims under these terms, including for any implied warranties, is limited to the amount you paid us to use the Services. In all cases, [COMPANY NAME], and its suppliers and distributors, will not be liable for any loss or damage that is not reasonably foreseeable. However, this company does not exclude liability for death or personal injury caused by its negligence. The above exclusions and limitations apply only to the extent permitted by law. We recognize that in some countries, you might have legal rights as a consumer. None of your legal rights as a consumer are affected waived by contract. Business uses of our Services If you are using our Services on behalf of a business, that business accepts these terms","Terms And Conditions","https://templates.business-in-a-box.com/imgs/1000px/terms-and-conditions-D12667.png","https://templates.business-in-a-box.com/imgs/250px/12667.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12667.xml",{"title":167,"description":6},"terms and conditions",[169,170],{"label":30,"url":113},{"label":30,"url":113},"terms conditions","/template/terms-and-conditions-D12667",false,{"seo":175,"reviewer":187,"quick_facts":191,"at_a_glance":194,"personas":198,"variants":223,"glossary":251,"clauses":285,"how_to_fill":336,"common_mistakes":377,"faqs":402,"industries":430,"comparisons":447,"diy_vs_lawyer":459,"jurisdictions":472,"related_template_ids_curated":493,"schema":502,"classification":503},{"meta_title":176,"meta_description":177,"primary_keyword":178,"secondary_keywords":179},"Demonstration Software License Template | BIB","Free demonstration software license template for granting limited, non-commercial evaluation access to software.","demonstration software license template",[180,181,182,183,184,185,186],"demo software license agreement","software evaluation license template","software trial license agreement","demo license agreement template free","software demo agreement word","evaluation software license template","software demonstration agreement template",{"name":188,"credential":189,"reviewed_date":190},"Bruno Goulet","CEO, Business in a Box","2026-05-02",{"difficulty":192,"legal_review_recommended":193,"signature_required":193},"medium",true,{"what_it_is":195,"when_you_need_it":196,"whats_inside":197},"A Demonstration Software License is a legally binding agreement between a software vendor and a prospective customer that grants limited, temporary, non-commercial access to software for evaluation purposes only. This free Word download gives you a structured starting point — covering permitted use, time limits, IP ownership, confidentiality, and liability — that you can edit online and export as PDF for signature before handing over any demo build or evaluation credentials.\n","Use it whenever you provide a prospect, partner, or reseller with access to a software product — whether a full build, a sandbox environment, or a feature-limited trial — before a commercial license agreement is signed. It is especially important when the demo version contains unreleased features, proprietary algorithms, or access to live or near-live data.\n","Permitted-use restrictions, evaluation period and automatic termination, IP ownership and no-transfer clauses, confidentiality obligations, warranty disclaimer, limitation of liability, data handling, return or destruction of software on termination, and governing law.\n",[199,203,207,211,215,219],{"title":200,"use_case":201,"icon_asset_id":202},"Software vendors and ISVs","Protecting proprietary code and IP when distributing evaluation builds to prospects","persona-software-vendor",{"title":204,"use_case":205,"icon_asset_id":206},"SaaS founders and product teams","Formalizing trial access to sandbox or staging environments before a paid plan","persona-startup-founder",{"title":208,"use_case":209,"icon_asset_id":210},"Enterprise sales teams","Documenting demo access grants to Fortune 500 prospects during a proof-of-concept phase","persona-sales-manager",{"title":212,"use_case":213,"icon_asset_id":214},"Channel and reseller managers","Licensing demo software to authorized resellers for pre-sales demonstrations","persona-channel-manager",{"title":216,"use_case":217,"icon_asset_id":218},"Startup CTOs and developers","Sharing a pre-release build with beta testers under controlled, time-limited terms","persona-cto",{"title":220,"use_case":221,"icon_asset_id":222},"Legal and procurement teams","Reviewing and countersigning vendor demo licenses before IT grants evaluation access","persona-legal-counsel",[224,227,231,235,239,243,247],{"situation":225,"recommended_template":37,"slug":226},"Granting full production software access to a paying customer","software-license-agreement-D12928",{"situation":228,"recommended_template":229,"slug":230},"Licensing software on an ongoing SaaS subscription basis","SaaS Subscription Agreement","subscription-agreement-D12537",{"situation":232,"recommended_template":233,"slug":234},"Sharing source code or software under open-source terms","Open Source Software License","source-code-license-agreement-D807",{"situation":236,"recommended_template":237,"slug":238},"Engaging a developer to build software on your behalf","Software Development Agreement","custom-software-development-agreement-D787",{"situation":240,"recommended_template":241,"slug":242},"Protecting proprietary information shared during pre-sales discussions","Non-Disclosure Agreement","non-disclosure-agreement-nda-D12692",{"situation":244,"recommended_template":245,"slug":246},"Authorizing a reseller to sublicense your software commercially","Software Reseller Agreement","software-distribution-agreement-D804",{"situation":248,"recommended_template":249,"slug":250},"Running a structured beta program with multiple testers","Beta Software Testing Agreement","non-disclosure-agreement-beta-tester-D798",[252,255,258,261,264,267,270,273,276,279,282],{"term":253,"definition":254},"Demonstration Software","A version of a software product provided solely for evaluation purposes, which may be feature-limited, time-restricted, or watermarked to prevent commercial use.",{"term":256,"definition":257},"Evaluation Period","The fixed number of days during which the licensee is permitted to use the demonstration software, after which access must cease or be converted to a commercial license.",{"term":259,"definition":260},"Permitted Use","The specific, enumerated activities the licensee is allowed to perform with the demonstration software — typically internal evaluation only, explicitly excluding production use or sublicensing.",{"term":262,"definition":263},"Licensor","The software vendor or IP owner who grants the limited right to use the demonstration software under the terms of the agreement.",{"term":265,"definition":266},"Licensee","The company or individual receiving the right to use the demonstration software, bound by all restrictions and obligations in the agreement.",{"term":268,"definition":269},"Intellectual Property (IP) Ownership","A clause confirming that all rights in the software — including source code, algorithms, and documentation — remain exclusively with the licensor regardless of the evaluation.",{"term":271,"definition":272},"Confidentiality Obligation","A binding requirement that the licensee keep the demonstration software and all associated technical information secret and not disclose it to third parties.",{"term":274,"definition":275},"Warranty Disclaimer","A provision stating the demonstration software is provided 'as is' with no guarantees of fitness, performance, or error-free operation — standard in all evaluation licenses.",{"term":277,"definition":278},"Limitation of Liability","A cap on the licensor's financial exposure for any losses the licensee suffers while using the demonstration software, typically set at zero or a nominal amount.",{"term":280,"definition":281},"Return or Destruction Obligation","A post-termination requirement that the licensee delete, destroy, or return all copies of the demonstration software and certify in writing that this has been done.",{"term":283,"definition":284},"Reverse Engineering Prohibition","An express ban on decompiling, disassembling, or otherwise attempting to derive the source code or architecture of the demonstration software.",[286,291,296,301,306,311,316,321,326,331],{"name":287,"plain_english":288,"sample_language":289,"common_mistake":290},"Grant of license","Defines the narrow, non-exclusive, non-transferable right given to the licensee to use the demonstration software solely for internal evaluation during the evaluation period.","[LICENSOR NAME] grants [LICENSEE NAME] a limited, non-exclusive, non-transferable, royalty-free license to use the Demonstration Software solely for internal evaluation purposes during the Evaluation Period commencing [START DATE] and ending [END DATE].","Omitting an explicit statement that the license is non-transferable and non-sublicensable. Without this, a prospect could share the demo build with third parties, including competitors.",{"name":292,"plain_english":293,"sample_language":294,"common_mistake":295},"Permitted use and restrictions","Lists exactly what the licensee may and may not do — permitted internal testing versus prohibited production use, redistribution, modification, and benchmarking disclosure.","Licensee shall not: (a) use the Demonstration Software for any production, commercial, or revenue-generating purpose; (b) copy, modify, or create derivative works; (c) sublicense, sell, or transfer access; or (d) publish benchmark or performance test results without Licensor's prior written consent.","Forgetting to prohibit benchmark publication. Competitors regularly use demo access to run and publish performance comparisons that damage the licensor's market position.",{"name":297,"plain_english":298,"sample_language":299,"common_mistake":300},"Evaluation period and automatic termination","Sets the fixed end date of the evaluation and specifies that the license terminates automatically — no notice required — when that date passes or if the licensee breaches any term.","This Agreement commences on [START DATE] and terminates automatically on [END DATE] ('Evaluation Period') without further notice. The license also terminates immediately upon any breach by Licensee of this Agreement.","Setting no end date at all or using vague language like 'a reasonable period.' Open-ended demo licenses create implied commercial licenses in some jurisdictions.",{"name":302,"plain_english":303,"sample_language":304,"common_mistake":305},"Intellectual property ownership","Confirms that all IP in the software — including code, documentation, UI, and any improvements — belongs exclusively to the licensor and that nothing in the agreement transfers any ownership rights.","The Demonstration Software and all copies thereof are proprietary to [LICENSOR NAME] and title thereto remains solely in [LICENSOR NAME]. All rights in the Demonstration Software not specifically granted herein are reserved to [LICENSOR NAME].","Failing to include a clause covering improvements or feedback. If the licensee suggests a feature and it is implemented, ambiguity arises over who owns the resulting IP without an explicit assignment.",{"name":307,"plain_english":308,"sample_language":309,"common_mistake":310},"Confidentiality","Requires the licensee to keep the software, its features, and any related technical information confidential and not disclose them to any third party during or after the evaluation.","Licensee agrees to maintain the Demonstration Software in strict confidence, using at least the same degree of care it uses to protect its own confidential information (but in no event less than reasonable care), and shall not disclose it to any third party without Licensor's prior written consent.","Not specifying that confidentiality survives termination. Once the agreement ends, the licensee must still protect pre-release features and undisclosed functionality — omitting survival language loses that protection.",{"name":312,"plain_english":313,"sample_language":314,"common_mistake":315},"Feedback and improvements","Establishes that any feedback, suggestions, or bug reports the licensee provides become the licensor's property, with no compensation or attribution obligation.","Any feedback, suggestions, or recommendations provided by Licensee regarding the Demonstration Software ('Feedback') shall be owned exclusively by [LICENSOR NAME]. Licensee hereby irrevocably assigns all right, title, and interest in and to any Feedback to [LICENSOR NAME].","Omitting a feedback clause entirely. Without it, a licensee who submits detailed enhancement suggestions could later claim a co-inventorship interest or right to compensation.",{"name":317,"plain_english":318,"sample_language":319,"common_mistake":320},"Warranty disclaimer","States in plain terms that the demonstration software is provided as-is, with no warranty of any kind — no promise it will work, be error-free, or fit any particular purpose.","THE DEMONSTRATION SOFTWARE IS PROVIDED 'AS IS' WITHOUT WARRANTY OF ANY KIND. [LICENSOR NAME] DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.","Writing the warranty disclaimer in mixed case or body text without capitalization. Courts and regulators in the US and Canada require conspicuous presentation — typically all caps — for disclaimer clauses to be enforceable.",{"name":322,"plain_english":323,"sample_language":324,"common_mistake":325},"Limitation of liability","Caps the licensor's total financial liability to the licensee at zero or a nominal amount, and excludes all indirect, consequential, and punitive damages.","IN NO EVENT SHALL [LICENSOR NAME] BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. [LICENSOR NAME]'S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED [USD $0 / THE AMOUNT PAID FOR THE DEMONSTRATION SOFTWARE].","Failing to exclude consequential damages in addition to capping direct damages. A cap on direct liability without a consequential damages exclusion still leaves the licensor exposed to lost-profit claims.",{"name":327,"plain_english":328,"sample_language":329,"common_mistake":330},"Return and destruction of software","Requires the licensee to delete all copies of the demonstration software immediately upon termination and, if requested, provide written certification that deletion is complete.","Upon termination or expiration of this Agreement, Licensee shall immediately cease all use of the Demonstration Software and destroy all copies in its possession or control. Upon Licensor's written request, Licensee shall certify such destruction in writing within [5] business days.","Not requiring a written destruction certificate. Without one, the licensor has no practical way to confirm compliance or establish a record if the licensee later uses the software commercially.",{"name":332,"plain_english":333,"sample_language":334,"common_mistake":335},"Governing law and dispute resolution","Specifies which jurisdiction's law governs the agreement and how any disputes will be handled — typically litigation or arbitration in a named forum.","This Agreement shall be governed by the laws of [STATE / PROVINCE / COUNTRY], without regard to its conflict-of-laws principles. Any dispute arising hereunder shall be resolved by binding arbitration administered by [AAA / JAMS / ICC] in [CITY], except that either party may seek injunctive relief in any court of competent jurisdiction.","Choosing a governing law jurisdiction where the licensor has no presence and no ability to enforce an injunction quickly. If a licensee breaches and starts using the software commercially, speed of enforcement matters more than a favorable statute.",[337,342,347,352,357,362,367,372],{"step":338,"title":339,"description":340,"tip":341},1,"Identify both parties with legal entity names","Enter the full registered legal name and address of the licensor (you or your company) and the licensee (the prospect or partner). Do not use trade names or DBA names in place of the legal entity name.","Confirm the licensee's exact legal entity name from their website's terms of service or a corporate registry search — mismatched names create enforcement headaches.",{"step":343,"title":344,"description":345,"tip":346},2,"Define the demonstration software precisely","Name the specific software product, version number, and delivery method (download link, cloud sandbox URL, or physical media). Attach a Schedule A if multiple modules or environments are included.","Specifying the version number prevents the licensee from arguing that a newer release falls outside the agreement's scope.",{"step":348,"title":349,"description":350,"tip":351},3,"Set a fixed evaluation period with a calendar end date","Enter a specific start date and end date — typically 14, 30, or 60 days from the delivery date. Avoid open-ended language like 'until further notice' or 'at the licensor's discretion.'","30 days is the industry standard for enterprise software evaluations; anything longer should trigger a formal pilot agreement with defined success criteria.",{"step":353,"title":354,"description":355,"tip":356},4,"List all permitted-use restrictions explicitly","Include prohibitions on production use, sublicensing, benchmarking disclosure, modification, and reverse engineering. Use a numbered list so each restriction is individually acknowledged.","Add a catch-all restriction: 'any use not expressly permitted herein is prohibited.' Courts read license grants narrowly — the catch-all closes unanticipated gaps.",{"step":358,"title":359,"description":360,"tip":361},5,"Complete the confidentiality and feedback clauses","Specify the confidentiality standard (at least reasonable care), what constitutes confidential information, and that any feedback the licensee provides is automatically assigned to the licensor.","If you are also sharing a pitch deck or roadmap during the demo process, consider whether a standalone NDA is needed alongside this agreement.",{"step":363,"title":364,"description":365,"tip":366},6,"Review warranty disclaimer and liability cap formatting","Ensure the warranty disclaimer and limitation of liability are in all-capital letters or otherwise conspicuously formatted. Enter the liability cap amount — typically $0 for a no-fee demo license.","In the EU and UK, some implied warranties cannot be disclaimed for consumer transactions — confirm the licensee is a business entity before relying on a blanket disclaimer.",{"step":368,"title":369,"description":370,"tip":371},7,"Set the governing law and dispute forum","Choose the jurisdiction where your company is incorporated or where your legal team operates. For international prospects, consider adding an ICC arbitration clause rather than domestic court jurisdiction.","If the licensee is in a country with unfavorable IP enforcement, add an express acknowledgment that breach would cause irreparable harm justifying immediate injunctive relief.",{"step":373,"title":374,"description":375,"tip":376},8,"Execute before delivering demo access","Obtain a countersigned copy from an authorized signatory at the licensee before sending login credentials, download links, or any build of the software. Store the executed copy in a secure location.","Use an e-signature tool to timestamp acceptance and create an audit trail — email threads saying 'sounds good' are not a substitute for a signed agreement.",[378,382,386,390,394,398],{"mistake":379,"why_it_matters":380,"fix":381},"Delivering demo access before the agreement is signed","Without a signed agreement, the licensee may use the software under implied license terms set by the governing jurisdiction's law — which are almost always more favorable to the licensee than your intended restrictions.","Build an automated gate into your demo provisioning workflow: no credentials or download link until a countersigned copy is received and logged.",{"mistake":383,"why_it_matters":384,"fix":385},"No fixed end date on the evaluation period","Courts in several jurisdictions have treated open-ended demo licenses as perpetual implied commercial licenses, giving the licensee rights the vendor never intended to grant.","Always state a specific calendar end date and include automatic termination language so the license expires by operation of contract, not at anyone's discretion.",{"mistake":387,"why_it_matters":388,"fix":389},"Omitting the reverse engineering prohibition","A licensee who decompiles your demo build can extract proprietary algorithms, database schemas, or UI logic — and your trade secret protection evaporates if you did not expressly prohibit it.","Add an explicit reverse engineering, decompiling, and disassembly prohibition in the restrictions clause, and reference it in the confidentiality section for double coverage.",{"mistake":391,"why_it_matters":392,"fix":393},"No feedback assignment clause","A prospective customer who submits detailed feature suggestions during an evaluation could later claim co-inventorship of improvements you implement, complicating a future acquisition or patent filing.","Include an irrevocable feedback assignment clause stating that all suggestions, ideas, and bug reports become the licensor's property upon submission, with no compensation owed.",{"mistake":395,"why_it_matters":396,"fix":397},"Using a consumer-grade disclaimer format","In the US, warranty disclaimers under the UCC must be conspicuous — typically all caps — to be enforceable. A disclaimer buried in body-text prose may be deemed ineffective, leaving the licensor exposed to implied warranty claims.","Format all warranty disclaimers and liability limitations in all capitals, and place them in a separately labeled clause — not embedded mid-paragraph.",{"mistake":399,"why_it_matters":400,"fix":401},"Choosing a governing law jurisdiction with slow IP enforcement","When a licensee uses demo software commercially in breach of the agreement, you need a court that can issue an injunction within days — not months. A poorly chosen forum can leave you without a practical remedy.","Select the jurisdiction where your company's legal team operates and where you have established counsel who can file for emergency injunctive relief quickly if needed.",[403,406,409,412,415,418,421,424,427],{"question":404,"answer":405},"What is a demonstration software license?","A demonstration software license is a binding agreement that grants a prospective customer or partner temporary, non-commercial access to a software product for evaluation purposes only. It defines exactly what the licensee can and cannot do with the software, sets a fixed evaluation period, protects the licensor's IP and confidential information, and establishes what happens when the evaluation ends. It is distinct from a commercial software license because it grants no rights to use the software in production or for revenue-generating activities.\n",{"question":407,"answer":408},"Is a demonstration software license legally binding?","Yes — a properly executed demonstration software license is generally enforceable as a binding contract in most jurisdictions when it meets standard contract formation requirements: offer, acceptance, and consideration. The licensor's offer of access and the licensee's agreement to the usage restrictions constitute the exchange. Courts have consistently enforced demo and evaluation license restrictions, including confidentiality and reverse-engineering prohibitions, when the agreement was signed before access was granted.\n",{"question":410,"answer":411},"Do I need a separate NDA if I have a demonstration software license?","It depends on what you are disclosing. A demonstration software license typically contains confidentiality obligations covering the software itself and associated technical materials. However, if you are also sharing a product roadmap, pricing strategy, unreleased business plans, or customer data during the sales process, a standalone NDA is advisable because it covers a broader set of information. Many vendors use both documents in tandem for enterprise prospects.\n",{"question":413,"answer":414},"How long should a software evaluation period be?","Thirty days is the most common evaluation period for B2B enterprise software. Fourteen days is standard for simpler SaaS tools. Sixty to ninety days is used for complex integrations or proof-of-concept deployments. Avoid open-ended periods — any evaluation running longer than 90 days without a commercial agreement should be converted to a formal pilot agreement with defined success criteria and a clear path to a paid license.\n",{"question":416,"answer":417},"Can a licensee use demonstration software for any commercial purpose?","No — under a properly drafted demonstration software license, the licensee is expressly prohibited from using the software for any production, commercial, or revenue-generating purpose. The permitted use is limited to internal evaluation only. Using demonstration software commercially without converting to a paid license is a breach of contract and may also constitute copyright infringement, exposing the licensee to significant legal liability.\n",{"question":419,"answer":420},"What happens to the software when the evaluation period ends?","The license terminates automatically on the end date, and the licensee is required to immediately cease all use and delete or destroy all copies of the demonstration software. A well-drafted agreement requires the licensee to provide written certification of destruction within a short window — typically five business days. If the parties wish to continue, they must enter into a separate commercial license agreement before the evaluation period expires.\n",{"question":422,"answer":423},"Is a click-through agreement sufficient, or does the demo license need a wet or e-signature?","For most B2B software evaluations, a click-through or click-wrap agreement is generally enforceable in the US, Canada, and the UK when the terms are clearly presented and the user takes an affirmative action to accept them. However, for high-value enterprise prospects where the demo software contains sensitive pre-release features or proprietary IP, a countersigned agreement provides stronger evidentiary value and signals to both parties that the terms are taken seriously. E-signatures via tools like DocuSign are equally enforceable as wet signatures in most major jurisdictions.\n",{"question":425,"answer":426},"Does the demonstration software license protect my trade secrets?","A demonstration software license strengthens trade secret protection by establishing that access was granted under an obligation of confidentiality — one of the key requirements for trade secret status in most jurisdictions. Providing demo access without any agreement or confidentiality obligation can be interpreted as public disclosure, potentially destroying trade secret protection for the features exposed in the demo. Always execute a signed agreement before granting access to any build containing unreleased or proprietary functionality.\n",{"question":428,"answer":429},"Do I need a lawyer to use a demonstration software license template?","For straightforward evaluations involving standard commercial prospects in familiar jurisdictions, a high-quality template is typically sufficient. Legal review is advisable when the licensee is a large enterprise that will heavily negotiate the terms, when the software contains patentable or highly sensitive IP, when the prospect is in a jurisdiction with unusual software licensing laws (such as France or Germany), or when the demo is part of a larger transaction involving equity, acquisition, or a strategic partnership.\n",[431,435,439,443],{"industry":432,"icon_asset_id":433,"specifics":434},"SaaS / Technology","industry-saas","Sandbox and staging environment access governed by evaluation terms; pre-release feature protection critical before a product launch.",{"industry":436,"icon_asset_id":437,"specifics":438},"Enterprise Software","industry-professional-services","Proof-of-concept deployments running 30–90 days require explicit scope limits, data handling provisions, and a clear conversion path to a commercial agreement.",{"industry":440,"icon_asset_id":441,"specifics":442},"FinTech","industry-fintech","Demo environments may expose live or near-live financial data integrations, making data protection clauses and regulatory compliance references especially important.",{"industry":444,"icon_asset_id":445,"specifics":446},"Healthcare / MedTech","industry-healthtech","Demonstration software that processes or displays any patient-adjacent data requires HIPAA-aligned confidentiality language and explicit prohibitions on data export or retention.",[448,451,453,456],{"vs":37,"vs_template_id":449,"summary":450},"software-license-agreement-D786","A software license agreement grants full, ongoing commercial rights to use the software in production. A demonstration software license is strictly limited to pre-commercial evaluation with no production rights. The demo license terminates automatically; the commercial license runs until cancelled or expires on a defined term. Never use a demo license for a paying customer.",{"vs":241,"vs_template_id":242,"summary":452},"An NDA covers the confidentiality of information shared between parties but does not address software access rights, IP ownership, or liability. A demonstration software license includes confidentiality obligations but also grants and restricts a specific usage right. Both documents are often used together during an enterprise sales process — the NDA governs the sales conversation; the demo license governs access to the build.",{"vs":249,"vs_template_id":454,"summary":455},"D{BETA_SOFTWARE_TESTING_ID}","A beta testing agreement is designed for structured feedback collection from a defined group of testers, typically involving obligations to report bugs and may include compensation or early access incentives. A demonstration software license is a one-way grant of access to a prospect with no testing obligations. Beta agreements often run longer and include detailed feedback and IP assignment provisions that differ from a standard demo license.",{"vs":229,"vs_template_id":457,"summary":458},"saas-subscription-agreement-D13633","A SaaS subscription agreement governs ongoing paid access to a cloud-delivered software service, including uptime SLAs, data processing terms, support obligations, and renewal or cancellation rights. A demonstration software license is a pre-commercial, zero-fee agreement with none of those service obligations. Converting a prospect from demo to paid requires a new SaaS agreement — the demo license does not extend or convert automatically.",{"use_template":460,"template_plus_review":464,"custom_drafted":468},{"best_for":461,"cost":462,"time":463},"Software vendors providing standard evaluation access to SMB or mid-market prospects in familiar domestic jurisdictions","Free","20–30 minutes",{"best_for":465,"cost":466,"time":467},"Enterprise prospects who will negotiate terms, cross-border evaluations, or demos involving sensitive pre-release IP or near-live data","$300–$800","1–3 days",{"best_for":469,"cost":470,"time":471},"High-value strategic partnerships, regulated industries (fintech, healthcare), or demos preceding a potential acquisition or major commercial deal","$1,500–$4,000+","1–2 weeks",[473,478,483,488],{"code":474,"name":475,"flag_asset_id":476,"note":477},"us","United States","flag-us","Software licenses are governed by state contract law and, where applicable, the UCC. Warranty disclaimers must be conspicuous — typically all caps — to be enforceable under UCC §2-316. The Defend Trade Secrets Act (DTSA) provides federal civil remedies for misappropriation, but only if the licensor took reasonable steps to keep the information secret, which a signed demo license evidences. Non-compete-style restrictions on post-evaluation use of learned information are generally not enforceable in California.",{"code":479,"name":480,"flag_asset_id":481,"note":482},"ca","Canada","flag-ca","Canadian courts generally enforce software evaluation licenses as binding contracts. PIPEDA and provincial privacy legislation (notably Quebec Law 25) may apply if the demonstration software processes personal data — even in a test environment. Quebec's Civil Code imposes additional consumer protection considerations, though most B2B demo licenses fall outside consumer protection statutes. Ensure the confidentiality clause survives termination explicitly, as Quebec courts apply civilian interpretation principles that differ from common-law provinces.",{"code":484,"name":485,"flag_asset_id":486,"note":487},"uk","United Kingdom","flag-uk","UK software licenses are governed by the law of contract and, for consumer transactions, the Consumer Rights Act 2015 — though B2B demo licenses are outside its scope. The UK GDPR applies if the demonstration software processes personal data, including test data derived from real individuals. Unfair contract terms under the Unfair Contract Terms Act 1977 can void limitation-of-liability clauses in B2B contexts if they are unreasonable, so the liability cap must be proportionate to the transaction value.",{"code":489,"name":490,"flag_asset_id":491,"note":492},"eu","European Union","flag-eu","EU GDPR applies if the demo software handles any personal data, including synthetic data derived from real data sets — this is a common oversight in SaaS demo environments. The EU Software Directive (2009/24/EC) permits decompilation for interoperability purposes as a statutory right that cannot be fully contractually waived in all member states, so reverse engineering prohibitions may not be fully enforceable in every jurisdiction. German and French courts apply mandatory statutory rules that may supplement or override contractual terms, making local legal review advisable for high-value evaluations.",[226,230,242,238,494,495,496,497,498,499,500,501],"independent-contractor-agreement-D160","service-agreement-D12711","terms-and-conditions-D12667","data-privacy-policy-D13465","intellectual-property-assignment-D5229","technology-assignment-agreement-D765","master-service-agreement-D12657","letter-of-intent_acquisition-of-business-D5197",{"emit_how_to":193,"emit_defined_term":193},{"primary_folder":113,"secondary_folder":504,"document_type":505,"industry":506,"business_stage":507,"tags":508,"confidence":514},"development-agreements","agreement","software-and-technology","all-stages",[509,510,511,512,513],"software-license","demonstration","evaluation","ip-protection","vendor-agreement",0.92,"\u003Ch2>What is a Demonstration Software License?\u003C/h2>\n\u003Cp>A \u003Cstrong>Demonstration Software License\u003C/strong> is a legally binding agreement between a software vendor (the licensor) and a prospective customer, partner, or reseller (the licensee) that grants a limited, temporary, non-commercial right to access and evaluate a software product before any commercial license is executed. It defines the precise boundaries of permitted use — internal evaluation only — and expressly prohibits production use, redistribution, reverse engineering, and any commercial application of the software or knowledge gained from it. Unlike an informal handshake or a click-through terms page, a signed demonstration software license establishes a clear contractual record of what was shared, under what restrictions, and for how long, protecting the licensor's intellectual property and trade secrets throughout the sales process.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Providing demo access without a signed agreement is one of the most common and costly oversights in software sales. Without a binding license in place, you are distributing proprietary code under no enforceable restriction — and courts in many jurisdictions will imply a license on terms more favorable to the person who received access. A single unsecured demo build handed to a prospect who later decompiles it, shares credentials with a competitor, or builds a competing product using what they learned can trigger trade secret litigation that is expensive to pursue and difficult to win without documented evidence of a confidentiality obligation. A properly executed demonstration software license closes that gap before access is granted: it restricts use to evaluation, binds the licensee to confidentiality, assigns any feedback to you, and ensures automatic termination when the evaluation period ends. This template gives you a Word document you can customize in minutes, covering every material clause — so your next proof-of-concept conversation starts with your IP protected, not exposed.\u003C/p>\n",1778773595062]