[{"data":1,"prerenderedAt":533},["ShallowReactive",2],{"document-end-user-license-agreement-D13011":3},{"document":4,"label":23,"preview":11,"thumb":24,"thumb600":25,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":26,"breadcrumb":30,"related":36,"customDescModule":177,"customdescription":6,"mdFm":178,"mdProseHtml":532},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":16,"keywords":15},"END-USER LICENSE AGREEMENT This End-User License Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [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] AND: [NAME OF THE USER], (the \"End-User\") a user having its office located at: [YOUR COMPLETE ADDRESS] WHEREAS, the Company is the owner of [SOFTWARE NAME] (the \"Software\"); WHEREAS, the End-User agrees that by using the Software, it shall be bound by the terms of this Agreement; NOW THEREFORE in consideration and as a condition of the Company and the End-User entering into this Agreement and other valuable considerations, the receipt and sufficiency of which consideration is acknowledged, the Parties agree as follows: SOFTWARE LICENSE When the End-User lawfully accesses the Software, whether through purchase or other lawful means, the Company shall grant the End-User, subject to all of the terms and conditions of this Agreement, a non-exclusive, non-transferable, limited, revocable personal license to use the Software (\"License\"). This License extends to the use of documentation, data, or information developed by the Company, and other materials which may assist in the use of the Software. LICENSE FEE In consideration of the terms of this Agreement, the Company grants the End-User a non-exclusive, non-transferable, revocable License to use the Software for the period of [NUMBER OF MONTHS] (subject to termination as set out in this Agreement), in accordance with the use and subject to the restrictions set out below. This Agreement provides the End-User with only a limited use License, and all intellectual property rights and title to the Software or the accompanying documentation remain with the Company and no interest therein is conveyed to the End-User under this Agreement. PERMITTED USE Subject always to the restrictions in this Agreement, as purchaser of the authorized copy of the Software, the End-User may: where the End-User is the purchasing entity, load the Software onto and use it on a single computer of the type identified on the package which is/are owned by the End-User, or under the direct control of the End-User; where the End-User is an individual as purchaser, load the Software onto and use it on a single computer of the type identified on the package which is under the End-User's control; copy the Software for backup and archival purposes and make up to two copies of the documentation (if any) accompanying the Software, provided that the original and each copy is kept in the End-User's possession and that the End-User's installation and use of the Software does not exceed that allowed by this Agreement. RESTRICTIONS The End-User shall, neither itself nor permit others, either directly or indirectly, to: Log in through the End-User's account or share the administrative account login or password; Rent, lease, sub-license or make or distribute copies of the Software or charge a royalty for the use of the Software, or use the Software to provide bureau, application service provider, marketing, training, or consulting services related to the Software to any third party, except as permitted by this Agreement; Except as permitted by law, modify the Software or any component part thereof, disassemble or decompile the Software or otherwise derive source code from the Software, reverse engineer the Software, merge the Software with or into another product or other software, or create derivative works based on the Software; or Make copies of the Software, in whole or in part, except for backup or archival purposes, as permitted in this Agreement; Use any backup copy of the Software for any purpose other than to replace the original copy in the event that it is destroyed or becomes defective; Copy the written materials (except as provided by this Agreement) accompanying the Software; Adapt, modify, delete or translate the written materials accompanying the Software in any way for any purpose whatsoever; Transfer or assign the Software or any copy thereof or any documentation (whether provided in print or digital form) to a third party, including any third-party individual or third-party entity; Vary, delete or obscure any notices of proprietary rights or any product identification or restrictions on or in the Software. INTELLECTUAL PROPERTY The End-User agrees that the Software, Company website and all services provided by the Company are the property of the Company, including all copyrights, trademarks, trade secrets, patents, and other intellectual property (\"Company IP\"). The End-User agrees that the Company owns all rights, title and interest in and to Company IP and that the End-User will not use the Company IP for any unlawful or infringing purpose. The End-User agrees not to reproduce or distribute the Company IP in any way, including electronically or via registration of any new trademarks, trade names, service marks or Uniform Resource Locators (URLs), without express written permission from the Company. UNDERTAKINGS AND TITLE The End-User undertakes to: Ensure that, prior to use of the Software by the End-User's employees or agents, all such parties are notified of the terms of this Agreement and the License granted under it; Reproduce and include the Company's copyright notice on all and any copies of the Software, including any partial copies of the Software; Hold all drawings, specifications, data (including object and source codes, software listings and all other information relating to the Software, confidential and not at any time, during the License or after its expiry, disclose the same (whether directly or indirectly) to any third party without the Company's consent. As the Company's licensee, the End-User owns only the disk or medium on which the Software is recorded or fixed. The End-User may retain the media on any termination of this Agreement and the License granted under it, provided the Software is erased. The Company shall at all times retain ownership of the Software. REVERSE ENGINEERING AND SECURITY The End-User agrees not to undertake any of the following actions: Reverse engineer, or attempt to reverse engineer or disassemble the Software or any code within or related to the Software or the Company website; Violate the security of the Software through any unauthorized access, circumvention of encryption or other security tools, data mining or interference to any host, user or network; Copy or otherwise distribute copies of the Software unlawfully, such as through any peer-to-peer network or other intellectual property circumvention tool. LIABILITY AND INDEMNIFICATION The End-User agrees that it has, under this Agreement, assumed the entire risk of selection, installation, and use of the Software. The Company's aggregate liability for direct loss or damage to the End-User shall not exceed the original amount paid by it for the Software. In no event shall the Company be liable to the End-User for (i) indirect, special, incidental or consequential damages, or (ii) any loss of revenue, profits or anticipated savings, wasted management time, or any lost or destroyed data arising in connection with this Agreement or the License granted hereunder. 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NOW THEREFORE, in consideration of the premises and of the mutual agreements contained in this Agreement, the Parties hereto agree as follows: DEFINITIONS AND INTERPRETATION The following definitions apply throughout this Agreement unless otherwise stated: \"Agreement\" means this Software Licensing Agreement and any amendment made thereto from time to time by the Parties hereto. \"Software\" refers to [SOFTWARE NAME]. \"Derivative Works\" mean works developed by the Licensee, its officers, agents, contractors or employees, which are based upon, in whole or in part, the Source Code and/or the Documentation and may also be based upon and/or incorporate one or more other pre-existing works. Derivative Works may be any Improvement, revision, modification, translation (including compilation or recapitulation by computer), abridgment, condensation, expansion, or any other form in which such a pre-existing work may be recast, transformed, or adapted. For purposes hereof, a Derivative Work shall also include any compilation that incorporates such a pre-existing work. \"Documentation\" means written, printed or otherwise recorded or stored (digital or paper) material relating to the Software and Source Code, including technical specifications and instructions for its use, including Source Code annotations and other descriptions of the principles of operation of the Source Code and tools and instructions for its use. \"Source Code\" means the computer programming Source Code form of the Software in the form provided by the Licensor to the Licensee, and includes all non-third-party executables, libraries, components, and Documentation created or used in the creation, development, maintenance, and support of the Software, as well as all updates, Error corrections and revisions thereto provided by the Licensor, all provided by the Licensor for use, in whole or in part, either by itself or in the development of Derivative Works. \"Improvements\" shall mean, with respect to the Source Code, all modifications and changes made, developed, acquired or conceived after the date hereof and during the entire term of this Agreement. TERM This Agreement shall come into effect on [SPECIFY DATE] and shall continue until termination of this Agreement. GRANT OF LICENSE The Licensor hereunder grants to the Licensee an exclusive, non-transferable, irrevocable, royalty-free license to use and operate the Software in the Territory, including but not limited to the right and license to use and incorporate the Source Code and/or the Documentation, in whole or in part, to develop Derivative Works (including the integration of all or part of the Source Code into the Licensee's own software), and to compile, use, copy, and distribute executable versions of such Derivative Works. The Licensor shall hereunder provide the Source Code and all other Software related information to the Licensee and also hereby allows the Licensee to modify the said Software, change its Source Code, and change its name and logo at any time and at its sole discretion without any notification to the Licensor. The Licensee shall also have the right and license to use and copy the Source Code, in whole or in part, in compiled, object-code form for the Licensee's internal testing and development use and also the right and license to make a reasonable number of backup and archival copies of Source Code and Documentation. The Licensee shall not, however, transfer or sublicense the Software to any third party, in whole or in part, in any form, whether modified or unmodified. DELIVERABLES The Licensor shall hand over the Software, including the Source Code, to the Licensee in order to be used and operated by the Licensee in the Territory within a period of [SPECIFY DAYS OR MONTHS] from the date of signing this Agreement. SUPPORT AND WARRANTY PERIOD For a period of [SPECIFY MONTHS OR YEARS] (the \"Warranty period\") from the date of the deliverables, as mentioned in clause 4 of this Agreement, the Licensor, at no additional charge, shall provide to the Licensee: the Source Code for all upgrades, updates, patches, fixes and other modifications to the Software (\"Software Modifications\"); Error correction services, more specifically, to the extent the Source Code (and/or the files resulting from compiling the Source Code), programming services, instructions and/or source code to correct such Errors to bring the Source Code (and/or the files resulting from compiling the Source Code) into compliance with the representations and warranties set forth in this Agreement. The Licensor shall use commercially reasonable measures to provide Error corrections, or a work-around for such Errors, within [NUMBER OF DAYS] days of notification by the Licensee. Where a work-around is initially provided, the Licensor shall continue to use commercially reasonable efforts to develop an Error correction until such Error correction is delivered. To the extent an Error is intermittent in nature and the Licensee is having problems recreating the Error for the purposes of reporting Errors to the Licensor, the Licensor shall provide assistance to the Licensee in recreating the Error; personnel with levels of expertise (both general technical as well as specifically with respect to the Software and the Source Code) to provide technical support, advice and consultation to the Licensee. Such technical support and assistance shall include, without limitation, support and assistance with respect to the Software, Source Code, and the Licensee's development efforts, and shall also include technical support consulting services for modifications to the Source Code made by the Licensee. LICENSE FEE The Licensee shall pay the Licensor for this license at the rate of [AMOUNT] per [month] payable in advance. The first payment shall be made on the date of the beginning of the period specified above. Subsequent payments shall be made in advance promptly on the [day of each month] thereafter during the continuation of this Agreement. All payments hereunder shall be made in [CURRENCY] currency and via [MODE OF PAYMENT] as the mode of payment. REPRESENTATIONS AND WARRANTIES OF LICENSOR The Licensor hereby represents and warrants that the license granted hereunder to the Licensee has been granted on [SPECIFY \"AN EXCLUSIVE\" OR \"A NON-EXCLUSIVE\"] basis. The Licensor represents and warrants that the Software and services shall be provided in a good and professional manner in accordance with industry practices. The Licensor represents and warrants that the Software shall be bug-free, error-free and compatible with third-party software, and, in case of any bugs etc. in the Software, this shall be rectified by the Licensor free of cost during the Warranty period.","Software License Agreement","8","https://templates.business-in-a-box.com/imgs/1000px/software-license-agreement-D12928.png","https://templates.business-in-a-box.com/imgs/250px/12928.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12928.xml",{"title":93,"description":6},"software license agreement",[95,97],{"label":18,"url":96},"business-legal-agreements",{"label":21,"url":98},"license-agreement","/template/software-license-agreement-D12928",{"description":101,"descriptionCustom":6,"label":102,"pages":103,"size":9,"extension":10,"preview":104,"thumb":105,"svgFrame":106,"seoMetadata":107,"parents":109,"keywords":108,"url":116},"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","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":108,"description":6},"subscription agreement",[110,113],{"label":111,"url":112},"Finance & Accounting","finance-accounting",{"label":114,"url":115},"Buy & Sell Shares","buy-sell-shares","/template/subscription-agreement-D12537",{"description":118,"descriptionCustom":6,"label":119,"pages":120,"size":9,"extension":10,"preview":121,"thumb":122,"svgFrame":123,"seoMetadata":124,"parents":126,"keywords":125,"url":131},"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":125,"description":6},"non disclosure agreement nda",[127,128],{"label":18,"url":96},{"label":129,"url":130},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":133,"descriptionCustom":6,"label":134,"pages":8,"size":9,"extension":10,"preview":135,"thumb":136,"svgFrame":137,"seoMetadata":138,"parents":140,"keywords":139,"url":143},"MASTER SERVICE AGREEMENT This Master Service Agreement (\"Agreement\") is made and effective this [Date], BETWEEN: [YOUR COMPANY NAME],\" PARTY A\", a corporation organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME],\" PARTY B\", a corporation organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] SCOPE OF SERVICES [PARTY A] shall provide [PARTY B] with the services and products described in the Statements of Work. The SOW must describe the respective contribution and services of each party. Any services provided by either party under this Agreement are referred to as the \"Services\". For the purposes of this Agreement, the party engaged to perform the Services, [PARTY A], is the \"Performing Party\" and the party for whom the Services are to be performed, [PARTY B], is the \" Engaging Party\". All SOWs that are negotiated between the parties shall be in writing and executed by both parties and shall be attached hereto as supplemental Exhibits, and shall be incorporated into, and governed by, this Agreement. STATEMENT OF WORK (SOW) Contents of Statements of Work The parties shall describe each individual deliverable to be provided under this agreement in its own statement of work (each, a \"Statement of Work\"), each one including a complete description of the deliverable provided under the Statement of Work, the number of [PARTY A] personnel who will be assigned to provide the deliverable in question, key [PARTY A] personnel the parties agree are essential to the provision of the particular deliverable (shall not exceed [SPECIFY] percent of the total personnel assigned to this Statement of Work) (each one a \"Key Personnel\"), the applicable fees and fee schedule, including any milestones and milestone payments if applicable, for the particular deliverable, the service levels and acceptance criteria for the particular deliverable, any materials the parties will provide for the particular deliverable, a timeline for providing the particular deliverable, and a unique identification number for the Statement of Work and explicit reference to this agreement. Integration. A Statement of Work signed by both parties, bearing a unique identification number and making explicit reference to this Agreement, shall be deemed to form an integral part of this Agreement. Severable. The parties may terminate any individual Statement of Work without affecting the rest of the agreement or any other Statement of Work. Conflict of Terms. If there is a conflict between the terms of this agreement and any Statement of Work, the Statement of Work shall apply. Changes to Statements of Work Proposing Changes. Either party may propose amendments to the Statement of Work deliverable, fees or schedule by giving written notice to the other party. Finalizing Changes. If the parties agree to change the deliverable, fees, or schedule of a Statement of Work they parties shall cooperate to execute a written amendment to the relevant Statement of Work detailing the changes. Additional Statements of Work Request Additional Services. [PARTY B] may request additional services by sending a written notice to [PARTY A] reasonably detailing the services requested. Assess the Request. Immediately after receiving a request for additional services from [PARTY B], [PARTY A] shall evaluate the request to determine whether there are circumstances preventing it from providing the requested services and, if there are no circumstances preventing it from providing the requested services, shall provide [PARTY A] with the estimated fees and timelines for such requested services. Execute New Statement of Work. If after receiving [PARTY A] 's estimates [PARTY B] still wants the requested services, the parties shall execute a new Statement of Work according to the requirements of paragraph CONTENT OF STATEMENTS OF WORK. Acceptance and Rejection Inspection Period. [PARTY B] shall have an \"Inspection period\" of [NUMBER] working days after [PARTY A] has provided the deliverable to review and verify that the deliverable meets the acceptance criteria as set out in the applicable Statement of Work (the \"Inspection Period\"). Acceptance. If in [PARTY B] 's opinion the deliverable meets the acceptance criteria, [PARTY B] must accept the deliverable and notify [PARTY A] that it is accepting the deliverable. Deemed Acceptance.[PARTY B] shall be deemed to have accepted the deliverable if [PARTY B] fails to notify [PARTY A] by the end of the inspection period, or if, during the inspection period, [PARTY B] uses or attempts to use the deliverable beyond what is necessary for the inspection and testing, in a manner that a reasonable person would consider compatible with [PARTY B] having accepted deliverable from [PARTY A]. Rejection. If in [PARTY B]'s opinion, the deliverable does not materially meet the acceptance criteria, [PARTY B] may reject the deliverable by delivering to [PARTY B] a written list detailing each failure to satisfy the acceptance criteria. TERM The term of this Agreement begins on [INSERT START DATE] and continues until such time as the Deliverables have been provided to the Purchaser in accordance with this Agreement or until such time as this Agreement is terminated by either party in accordance with its terms. BUDGET AND PAYMENT DEADLINE The budget and payment deadline will be defined in each SOW. Unless otherwise provided in this SOW, uncontested invoices are payable within 30 calendar days of receipt of the invoice. Payment is made as follows: [SPECIFY]. INDEPENDENT CONTRACTOR The relationship between [PARTY A] and [PARTY B] shall, within the context of the SOW, be that of an independent contractor, and nothing in this Agreement should be construed to create a partnership, joint venture, or employer-employee relationship. Each Party shall, at all times during the term of this Agreement, perform the duties and responsibilities herein without any control by the other Party. Either Party may realize a profit or loss in connection with performing the services. Either Party may render similar services for the benefit of others. Neither Party is an agent of the other Party and is not authorized to make any representation, contract, or contract commitment on behalf of the other Party. DELIVERABLES The Supplier shall provide the goods and/or services described in the Statement of Work (attached) of this Master Service Agreement. CONFIDENTIALITY Information shall be treated as confidential during the term of this Agreement and for a period of seven (7) years thereafter. During such period, the parties will not: (a) disclose the Confidential Information of the Disclosing Party to any third party, using at least the same degree of care as it uses to protect its own confidential information, but not less than reasonable care or (b) use such information for any purpose other than to perform its obligations under this Agreement. Confidential Information does not include information which has previously been made generally available to the public, becomes publicly known, without fault on the part of the Receiving Party, subsequent to disclosure by the Disclosing Party of such information to the Receiving Party, is received by the Receiving Party at any time from a source, other than the Disclosing Party, lawfully having possession of and the right to disclose such information, otherwise becomes known by the Receiving Party prior to disclosure by the Disclosing Party to the receiving party of such information, or is independently developed by the Receiving Party without use of such information","Master Service Agreement","https://templates.business-in-a-box.com/imgs/1000px/master-service-agreement-D12657.png","https://templates.business-in-a-box.com/imgs/250px/12657.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12657.xml",{"title":139,"description":6},"master service agreement",[141,142],{"label":18,"url":96},{"label":18,"url":96},"/template/master-service-agreement-D12657",{"description":145,"descriptionCustom":6,"label":146,"pages":103,"size":147,"extension":10,"preview":148,"thumb":149,"svgFrame":150,"seoMetadata":151,"parents":152,"keywords":159,"url":160},"YOUR WEBSITE ADDRESS SERVICE AGREEMENT/TERMS OF USE ACCEPTANCE OF TERMS The services that [YOUR COMPANY NAME] provides to User is subject to the following Terms of Use (\"TOU\"). [YOUR COMPANY NAME] reserves the right to update the TOU at any time without notice to User. The most current version of the TOU can be reviewed by clicking on the \"Terms of Use\" hypertext link located at the bottom of our Web pages. This Agreement, which incorporates by reference other provisions applicable to use of [YOUR WEBSITE ADDRESS], including, but not limited to, supplemental terms and conditions set forth hereof (\"Supplemental Terms\") governing the use of certain specific material contained in [YOUR WEBSITE ADDRESS], sets forth the terms and conditions that apply to use of [YOUR WEBSITE ADDRESS] by User. By using [YOUR COMPANY NAME] (other than to read this Agreement for the first time), User agrees to comply with all of the terms and conditions hereof. The right to use [YOUR WEBSITE ADDRESS] is personal to User and is not transferable to any other person or entity. User is responsible for all use of User's Account (under any screen name or password) and for ensuring that all use of User's Account complies fully with the provisions of this Agreement. User shall be responsible for protecting the confidentiality of User's password(s), if any. [YOUR COMPANY NAME] shall have the right at any time to change or discontinue any aspect or feature of [YOUR WEBSITE ADDRESS], including, but not limited to, content, hours of availability, and equipment needed for access or use. Changed Terms [YOUR COMPANY NAME] shall have the right at any time to change or modify the terms and conditions applicable to User's use of [YOUR WEBSITE ADDRESS], or any part thereof, or to impose new conditions, including, but not limited to, adding fees and charges for use. Such changes, modifications, additions or deletions shall be effective immediately upon notice thereof, which may be given by means including, but not limited to, posting on [YOUR WEBSITE ADDRESS], or by electronic or conventional mail, or by any other means by which User obtains notice thereof. Any use of [YOUR WEBSITE ADDRESS] by User after such notice shall be deemed to constitute acceptance by User of such changes, modifications or additions. DESCRIPTION OF SERVICES Through its Web property, [YOUR COMPANY NAME] provides User with access to a variety of resources, including download areas, communication forums and product information (collectively \"Services\"). The Services, including any updates, enhancements, new features, and/or the addition of any new Web properties, are subject to the TOU. Equipment User shall be responsible for obtaining and maintaining all telephone, computer hardware, software and other equipment needed for access to and use of [YOUR WEBSITE ADDRESS] and all charges related thereto. User Conduct User shall use [YOUR WEBSITE ADDRESS] for lawful purposes only. User shall not post or transmit through [YOUR WEBSITE ADDRESS] any material which violates or infringes in any way upon the rights of others, which is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane or otherwise objectionable, which encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law, or which, without [YOUR COMPANY NAME] 's express prior approval, contains advertising or any solicitation with respect to products or services. Any conduct by a User that in [YOUR COMPANY NAME] 's discretion restricts or inhibits any other User from using or enjoying [YOUR WEBSITE ADDRESS] will not be permitted. User shall not use [YOUR WEBSITE ADDRESS] to advertise or perform any commercial solicitation, including, but not limited to, the solicitation of users to become subscribers of other on-line information services competitive with [YOUR COMPANY NAME]. [YOUR WEBSITE ADDRESS] contains copyrighted material, trademarks and other proprietary information, including, but not limited to, text, software, photos, video, graphics, music and sound, and the entire contents of [YOUR WEBSITE ADDRESS] are copyrighted as a collective work under the [YOUR COUNTRY] copyright laws. [YOUR COMPANY NAME] owns a copyright in the selection, coordination, arrangement and enhancement of such content, as well as in the content original to it. User may not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit, any of the content, in whole or in part. User may download copyrighted material for User's personal use only. Except as otherwise expressly permitted under copyright law, no copying, redistribution, retransmission, publication or commercial exploitation of downloaded material will be permitted without the express permission of [YOUR COMPANY NAME] and the copyright owner. In the event of any permitted copying, redistribution or publication of copyrighted material, no changes in or deletion of author attribution, trademark legend or copyright notice shall be made. User acknowledges that it does not acquire any ownership rights by downloading copyrighted material. User shall not upload, post or otherwise make available on [YOUR WEBSITE ADDRESS] any material protected by copyright, trademark or other proprietary right without the express permission of the owner of the copyright, trademark or other proprietary right and the burden of determining that any material is not protected by copyright rests with User. User shall be solely liable for any damage resulting from any infringement of copyrights, proprietary rights, or any other harm resulting from such a submission. By submitting material to any public area of [YOUR WEBSITE ADDRESS], User automatically grants, or warrants that the owner of such material has expressly granted [YOUR COMPANY NAME] the royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate and distribute such material (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or hereafter developed for the full term of any copyright that may exist in such material. User also permits any other User to access, view, store or reproduce the material for that User's personal use. User hereby grants [YOUR COMPANY NAME] the right to edit, copy, publish and distribute any material made available on [YOUR WEBSITE ADDRESS] by User. The foregoing provisions of Section 5 are for the benefit of [YOUR COMPANY NAME], its subsidiaries, affiliates and its third-party content providers and licensors and each shall have the right to assert and enforce such provisions directly or on its own behalf. USE OF SERVICES The Services may contain email services, bulletin board services, chat areas, news groups, forums, communities, personal web pages, calendars, photo albums, file cabinets and/or other message or communication facilities designed to enable User to communicate with others (each a \"Communication Service\" and collectively \"Communication Services\"). User agrees to use the Communication Services only to post, send and receive messages and material that are proper and, when applicable, related to the particular Communication Service. By way of example, and not as a limitation, User agrees that when using the Communication Services, User will not: Use the Communication Services in connection with surveys, contests, pyramid schemes, chain letters, junk email, spamming or any duplicative or unsolicited messages (commercial or otherwise). Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others. Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, obscene, indecent or unlawful topic, name, material or information","Website Service Agreement Terms of Use",75,"https://templates.business-in-a-box.com/imgs/1000px/website-service-agreement_terms-of-use-D840.png","https://templates.business-in-a-box.com/imgs/250px/840.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#840.xml",{"title":6,"description":6},[153,156],{"label":154,"url":155},"Software & Technology","software-technology-business",{"label":157,"url":158},"E-Commerce","ecommerce-business","website service agreement terms use","/template/website-service-agreement-terms-of-use-D840",{"description":162,"descriptionCustom":6,"label":163,"pages":120,"size":9,"extension":10,"preview":164,"thumb":165,"svgFrame":166,"seoMetadata":167,"parents":169,"keywords":168,"url":176},"DATA PRIVACY POLICY INTRODUCTION [COMPANY NAME] is committed to protecting the privacy and confidentiality of personal data collected or processed during its business operations. This Data Privacy Policy outlines the principles and practices that govern the collection, use, and disclosure of personal data by the Company. SCOPE This Policy applies to all employees, contractors, vendors, and third parties who collect, use, or process personal data on behalf of the Company. It also applies to all personal data collected from customers, clients, partners, and other individuals. PERSONAL INFORMATION COLLECTION We may collect personal information, such as name, address, email, phone number, and job title, from customers, employees, and stakeholders. We collect personal information through various channels, such as our website, email, phone, and in-person interactions. We may also collect personal information from third-party sources, such as service providers and business partners. USE OF PERSONAL INFORMATION The Company will only use personal data for the purposes for which it was collected or as otherwise permitted by applicable laws and regulations. Personal data may be used for, but not limited to, the following purposes: Providing products or services requested by individuals; Communicating with individuals about products, services, or other business-related matters; Conducting market research, analytics, and improving business operations; Managing and administering employee or contractor relationships; Complying with legal or regulatory requirements; Protecting the rights and interests of the Company or its customers. DISCLOSURE The Company may share personal data with third parties for legitimate business purposes, including but not limited to, service providers, vendors, contractors, and business partners. Personal data may also be disclosed to comply with legal or regulatory requirements, or in response to lawful requests from public authorities. The Company will take appropriate measures to ensure that third parties receiving personal data are bound by confidentiality obligations and provide adequate protection to the personal data. DATA RETENTION","Data Privacy Policy","https://templates.business-in-a-box.com/imgs/1000px/data-privacy-policy-D13465.png","https://templates.business-in-a-box.com/imgs/250px/13465.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13465.xml",{"title":168,"description":6},"data privacy policy",[170,173],{"label":171,"url":172},"Human Resources","human-resources",{"label":174,"url":175},"Company Policies","company-policies","/template/data-privacy-policy-D13465",false,{"seo":179,"reviewer":191,"quick_facts":195,"at_a_glance":198,"personas":202,"variants":227,"glossary":254,"clauses":291,"how_to_fill":340,"common_mistakes":381,"faqs":406,"industries":434,"comparisons":459,"diy_vs_lawyer":475,"jurisdictions":488,"related_template_ids_curated":509,"schema":519,"classification":520},{"meta_title":180,"meta_description":181,"primary_keyword":182,"secondary_keywords":183},"End User License Agreement (EULA) Template (Free Word)","Create a professional end user license agreement template with our customizable EULA. Protect your software IP rights today. Used in 190+ countries. Free Word and PDF download.","end user license agreement template",[184,185,186,187,188,189,190],"eula template","end user license agreement template word","eula template free","software eula template","application license agreement template","end user license agreement sample","eula template download",{"name":192,"credential":193,"reviewed_date":194},"Bruno Goulet","CEO, Business in a Box","2026-05-02",{"difficulty":196,"legal_review_recommended":197,"signature_required":197},"advanced",true,{"what_it_is":199,"when_you_need_it":200,"whats_inside":201},"An End User License Agreement (EULA) is a legally binding contract between a software publisher or app developer and the end user that defines the permitted scope of use for the software, retains the publisher's intellectual property rights, and limits liability for defects or damages. This template is a free Word download you can edit online and export as PDF — covering license grant, use restrictions, IP ownership, warranty disclaimers, limitation of liability, and termination in a single document.\n","Use it before distributing any software product, mobile app, SaaS platform, or downloadable tool to end users — whether distributed commercially, through an app store, or as a free download. A EULA is also required when bundling third-party software or releasing software under a proprietary license rather than an open-source one.\n","License grant and permitted use, prohibited activities and restrictions, intellectual property ownership and reservation of rights, warranty disclaimer, limitation of liability, data collection and privacy reference, termination conditions, and governing law and dispute resolution.\n",[203,207,211,215,219,223],{"title":204,"use_case":205,"icon_asset_id":206},"Software developers and ISVs","Protecting IP and limiting liability when distributing desktop or server software","persona-software-developer",{"title":208,"use_case":209,"icon_asset_id":210},"SaaS founders and product teams","Governing end-user access to a hosted platform or web application","persona-startup-founder",{"title":212,"use_case":213,"icon_asset_id":214},"Mobile app publishers","Meeting App Store and Google Play requirements for a published application","persona-mobile-app-publisher",{"title":216,"use_case":217,"icon_asset_id":218},"Enterprise IT and legal teams","Standardizing license terms across all software products in a portfolio","persona-legal-counsel",{"title":220,"use_case":221,"icon_asset_id":222},"Game developers and studios","Restricting reverse engineering, modding, and redistribution of game software","persona-game-developer",{"title":224,"use_case":225,"icon_asset_id":226},"Hardware manufacturers bundling firmware","Licensing embedded software shipped with a physical device","persona-manufacturer",[228,232,236,239,243,247,250],{"situation":229,"recommended_template":230,"slug":231},"Distributing a downloadable desktop application commercially","End User License Agreement (Shrinkwrap)","end-user-license-agreement-D13011",{"situation":233,"recommended_template":234,"slug":235},"Providing software as a hosted subscription service","SaaS Terms of Service Agreement","terms-of-service-agreement-D920",{"situation":237,"recommended_template":87,"slug":238},"Licensing software between two businesses (not end consumers)","software-license-agreement-D12928",{"situation":240,"recommended_template":241,"slug":242},"Distributing software under open-source terms","Open Source License Agreement","source-code-license-agreement-D807",{"situation":244,"recommended_template":245,"slug":246},"Granting a third party the right to resell or embed your software","Software Reseller Agreement","software-distribution-agreement-D804",{"situation":248,"recommended_template":249,"slug":231},"Publishing a mobile app on Apple App Store or Google Play","Mobile Application End User License Agreement",{"situation":251,"recommended_template":252,"slug":253},"Licensing software as part of a broader product or services bundle","Master Services Agreement with License Addendum","master-service-agreement-D12657",[255,258,261,264,267,270,273,276,279,282,285,288],{"term":256,"definition":257},"License Grant","The specific permission a software publisher gives an end user to install and use the software, defining the scope, number of permitted users or devices, and duration.",{"term":259,"definition":260},"Proprietary Software","Software whose source code is owned and controlled by the publisher and is not made available to end users — the opposite of open-source software.",{"term":262,"definition":263},"Intellectual Property (IP) Ownership","A clause confirming that the publisher retains all copyright, patent, trademark, and trade secret rights in the software, regardless of how extensively the user customizes or relies on it.",{"term":265,"definition":266},"Warranty Disclaimer","A statement that the software is provided 'as is' without guarantees of fitness for a particular purpose or freedom from defects — limiting the publisher's obligation to fix problems.",{"term":268,"definition":269},"Limitation of Liability","A cap on the maximum damages the publisher can owe the user, typically limited to the amount paid for the software in the preceding 12 months.",{"term":271,"definition":272},"Reverse Engineering","The process of deconstructing software to understand its underlying design or source code — prohibited in most EULAs to protect trade secrets.",{"term":274,"definition":275},"Termination for Cause","A clause allowing the publisher to immediately revoke the user's license if the user breaches the agreement — for example, by distributing unauthorized copies.",{"term":277,"definition":278},"Clickwrap Agreement","A method of EULA acceptance where the user clicks 'I Agree' or 'Accept' before installing or accessing the software, creating a binding contract without a physical signature.",{"term":280,"definition":281},"Shrinkwrap Agreement","A EULA included inside physical software packaging, deemed accepted when the user opens the package — increasingly uncommon as software distribution moves online.",{"term":283,"definition":284},"Governing Law","The jurisdiction whose laws will be used to interpret and enforce the agreement if a dispute arises.",{"term":286,"definition":287},"Permitted Use","The specific activities the license allows — typically installing on a defined number of devices, making backup copies, and using the software for its intended purpose.",{"term":289,"definition":290},"Indemnification","A clause requiring one party to cover the other's legal costs and damages if a third-party claim arises from a defined trigger, such as the user's breach of the license terms.",[292,297,302,307,311,315,320,325,330,335],{"name":293,"plain_english":294,"sample_language":295,"common_mistake":296},"License Grant and Permitted Use","Defines exactly what the user is allowed to do with the software — which devices, how many users, for what purpose, and for how long.","[LICENSOR NAME] grants you a limited, non-exclusive, non-transferable, revocable license to install and use [SOFTWARE NAME] on [NUMBER] device(s) owned or controlled by you, solely for your personal or internal business purposes, for the duration of your active subscription or license term.","Using vague language like 'for normal use' without specifying the number of permitted devices or seats — leaving the scope of the license open to dispute when a user installs the software across an entire organization.",{"name":298,"plain_english":299,"sample_language":300,"common_mistake":301},"License Restrictions and Prohibited Activities","Lists everything the user may not do with the software — redistribution, sublicensing, reverse engineering, copying, modification, or using it to build a competing product.","You may not: (a) copy, modify, or distribute the Software; (b) reverse engineer, decompile, or disassemble the Software; (c) sublicense, rent, lease, or transfer the Software to any third party; (d) use the Software to develop a competing product or service.","Omitting a prohibition on using the software to build a competing product. Without this clause, users can lawfully study the product's behavior and reproduce its features in a rival offering.",{"name":303,"plain_english":304,"sample_language":305,"common_mistake":306},"Intellectual Property Ownership and Reservation of Rights","Confirms the publisher owns all intellectual property in the software and that the license does not transfer any ownership rights to the user.","The Software and all copies thereof are proprietary to [LICENSOR NAME] and title thereto remains in [LICENSOR NAME]. All rights in the Software not specifically granted in this Agreement are reserved to [LICENSOR NAME]. The Software is protected by copyright and other intellectual property laws.","Failing to include a specific reservation-of-rights clause and relying solely on the license grant. Without explicit language, courts in some jurisdictions have inferred a broader transfer of rights than the publisher intended.",{"name":265,"plain_english":308,"sample_language":309,"common_mistake":310},"Disclaims all implied warranties — merchantability, fitness for purpose, accuracy, and non-infringement — so the publisher is not liable if the software fails to perform as the user hoped.","THE SOFTWARE IS PROVIDED 'AS IS' WITHOUT WARRANTY OF ANY KIND. [LICENSOR NAME] EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.","Writing the disclaimer in mixed case or body text rather than ALL CAPS. Many jurisdictions, including the US under UCC Article 2, require warranty disclaimers to be conspicuous — typically interpreted as capitalized or otherwise visually distinct.",{"name":268,"plain_english":312,"sample_language":313,"common_mistake":314},"Caps the publisher's total financial exposure to the user — typically the fees paid in the prior 12 months — and excludes liability for indirect, incidental, or consequential damages.","IN NO EVENT SHALL [LICENSOR NAME] BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES. [LICENSOR NAME]'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY YOU IN THE [12] MONTHS PRECEDING THE CLAIM.","Setting the liability cap to zero or to a nominal amount (e.g., $1.00). Courts in many jurisdictions will strike down unconscionably low caps, particularly in consumer-facing agreements, leaving the publisher with no enforceable limit at all.",{"name":316,"plain_english":317,"sample_language":318,"common_mistake":319},"Data Collection, Privacy, and Compliance","Discloses whether the software collects user data, references the publisher's privacy policy, and allocates compliance responsibility for applicable data protection laws.","The Software may collect certain usage and diagnostic data as described in our Privacy Policy, available at [URL]. By using the Software, you consent to such collection and processing. You are solely responsible for ensuring your use of the Software complies with applicable data protection laws.","Omitting any reference to data collection in the EULA when the software does collect telemetry or usage data. Under GDPR and CCPA, failure to disclose data collection — even in diagnostic form — can trigger regulatory penalties independent of any user complaint.",{"name":321,"plain_english":322,"sample_language":323,"common_mistake":324},"Updates, Upgrades, and Modifications","States whether the user is entitled to receive updates, what happens if the publisher modifies the software, and whether updated terms apply automatically on update installation.","[LICENSOR NAME] may, at its sole discretion, provide updates, patches, or new versions of the Software. Any such update shall be subject to the terms of this Agreement unless accompanied by a separate license. Installation of an update constitutes acceptance of any revised terms.","Granting an unconditional right to all future updates without limiting it to the current major version. This can obligate the publisher to provide free updates indefinitely, including major paid upgrades.",{"name":326,"plain_english":327,"sample_language":328,"common_mistake":329},"Term and Termination","Sets the duration of the license, specifies what triggers immediate termination (breach, non-payment), and defines what happens to the software on termination — typically deletion of all copies.","This Agreement is effective until terminated. [LICENSOR NAME] may terminate this Agreement immediately upon written notice if you breach any provision hereof. Upon termination, you must destroy all copies of the Software in your possession and certify such destruction in writing upon request.","No post-termination obligation on the user to delete copies. Without this, a terminated user retains installed copies indefinitely — the license restriction is unenforceable once the agreement ends.",{"name":331,"plain_english":332,"sample_language":333,"common_mistake":334},"Governing Law and Dispute Resolution","Specifies which jurisdiction's laws govern the agreement, the venue for disputes, and whether disputes must go to arbitration or can be litigated in court.","This Agreement shall be governed by the laws of the State of [STATE], without regard to its conflict of laws principles. Any dispute arising hereunder shall be resolved by binding arbitration administered by [AAA / JAMS] in [CITY, STATE], except that either party may seek injunctive relief in any court of competent jurisdiction.","Choosing a governing law that conflicts with mandatory consumer-protection statutes in the user's jurisdiction. Several jurisdictions — including EU member states and California — require that local consumer law applies regardless of a choice-of-law clause in a B2C agreement.",{"name":336,"plain_english":337,"sample_language":338,"common_mistake":339},"Entire Agreement and Severability","Confirms the EULA is the complete agreement between the parties, superseding all prior representations, and that if one clause is found unenforceable, the rest of the agreement survives.","This Agreement constitutes the entire agreement between the parties with respect to the Software and supersedes all prior or contemporaneous agreements, representations, and understandings. If any provision of this Agreement is found unenforceable, the remaining provisions shall continue in full force and effect.","Omitting the severability clause. If a court strikes a key clause — such as an overbroad non-compete or an unconscionable liability cap — and there is no severability provision, the entire EULA may be voided rather than just the offending clause.",[341,346,351,356,361,366,371,376],{"step":342,"title":343,"description":344,"tip":345},1,"Identify the parties and describe the software","Enter your legal entity name as the licensor and define the software by its full product name, version range (if applicable), and a brief functional description. Avoid using trade names alone — use the registered corporate entity.","Include the software version number or a version-range clause (e.g., 'Version 4.x') so the EULA clearly applies to future minor releases without requiring amendment.",{"step":347,"title":348,"description":349,"tip":350},2,"Define the scope of the license grant","Specify the number of permitted installations or seats, the device types covered (desktop, mobile, server), the permitted use cases (personal, internal business, commercial), and the license duration (perpetual or subscription term).","If you sell per-seat licenses, use 'authorized users' rather than 'devices' in the grant clause — most enterprise buyers deploy software across shared or virtual environments.",{"step":352,"title":353,"description":354,"tip":355},3,"List all prohibited activities explicitly","Enumerate every activity you need to prohibit: redistribution, sublicensing, reverse engineering, modification, use in competing products, and export control violations. Courts apply license restrictions narrowly — if a restriction is not listed, it may not be enforceable.","Add a catch-all clause: 'any use not expressly permitted in Section [X] is prohibited.' This closes gaps without requiring you to anticipate every possible misuse.",{"step":357,"title":358,"description":359,"tip":360},4,"Draft the warranty disclaimer in all caps","Write the warranty disclaimer in CAPITAL LETTERS to satisfy the 'conspicuousness' requirement under UCC Article 2 and equivalent statutes in Canada, the UK, and Australia. Cover merchantability, fitness for a particular purpose, accuracy, and non-infringement.","If you offer a limited warranty (e.g., 90-day defect-free media guarantee), add it as a separate clause immediately before the disclaimer — this makes the scope of any warranty explicit and the disclaimer of everything else unambiguous.",{"step":362,"title":363,"description":364,"tip":365},5,"Set the limitation of liability cap","Cap total liability at the fees paid in the preceding 12 months (for subscription software) or the one-time purchase price (for perpetual licenses). Exclude indirect, incidental, consequential, and punitive damages in a separate sentence.","For B2C software sold at $0–$10, consider a minimum cap of $50 rather than 'amounts paid' — a $0 cap on a free app is likely unenforceable as unconscionable in many consumer jurisdictions.",{"step":367,"title":368,"description":369,"tip":370},6,"Reference your privacy policy for data practices","Insert the URL to your current privacy policy and include a sentence confirming the user consents to data practices described therein by installing or using the software. Do not reproduce the full privacy policy text inside the EULA.","If the software is available in the EU, add a sentence stating that your privacy policy explains the legal basis for processing under GDPR — this satisfies Article 13 notice requirements at the point of contract formation.",{"step":372,"title":373,"description":374,"tip":375},7,"Set termination triggers and post-termination obligations","State that breach terminates the license immediately without notice, that non-payment triggers termination after a defined cure period (e.g., 10 days), and that the user must destroy all copies and certify destruction on request.","Include a survival clause listing sections that outlast termination: IP ownership, warranty disclaimer, limitation of liability, and governing law should always survive.",{"step":377,"title":378,"description":379,"tip":380},8,"Choose governing law and acceptance mechanism","Select a governing jurisdiction with predictable software IP law (e.g., Delaware, England and Wales). Specify clickwrap or clickthrough as the acceptance mechanism and confirm this constitutes a binding agreement without a physical signature.","For app store distribution, confirm that the governing law clause is consistent with Apple's and Google's developer agreements — both platforms impose their own terms that override some EULA provisions in consumer transactions.",[382,386,390,394,398,402],{"mistake":383,"why_it_matters":384,"fix":385},"Vague license scope with no device or seat limit","A grant that says 'you may use the software' without specifying a device count or user limit has been interpreted by courts as a site-wide or enterprise-wide license, eliminating the publisher's ability to enforce per-seat pricing.","State the exact number of permitted installations or authorized users in the license grant clause and define what constitutes a separate installation.",{"mistake":387,"why_it_matters":388,"fix":389},"Warranty disclaimer written in lowercase body text","UCC Article 2 and equivalent statutes in Canada and Australia require warranty disclaimers to be 'conspicuous' — courts regularly refuse to enforce disclaimers that are not visually distinct from surrounding text, exposing the publisher to implied warranty claims.","Write the entire warranty disclaimer in CAPITAL LETTERS and consider bolding it. If the EULA is presented digitally, use a larger font size or a bordered box for the disclaimer section.",{"mistake":391,"why_it_matters":392,"fix":393},"No post-termination deletion obligation","Without requiring users to delete all copies upon termination, a revoked or expired license provides no practical enforcement mechanism — the user retains and continues to use the software lawfully from their perspective.","Include a clause requiring the user to uninstall and destroy all copies within a specified number of days of termination and to certify destruction in writing upon the publisher's request.",{"mistake":395,"why_it_matters":396,"fix":397},"Omitting a data collection disclosure when the software collects telemetry","GDPR, CCPA, and equivalent laws treat undisclosed data collection as a violation regardless of how minor the data is — penalties can reach 4% of global annual revenue under GDPR for a material breach.","Audit every data element the software collects at installation or runtime, disclose it in the EULA by reference to your privacy policy, and obtain affirmative consent before first launch.",{"mistake":399,"why_it_matters":400,"fix":401},"Choosing an incompatible governing law for a consumer-facing product","EU consumer protection law, California's CLRA, and similar statutes override choice-of-law clauses in B2C contracts — a Delaware or Hong Kong governing law clause provides no protection against a GDPR enforcement action or a California consumer class action.","Maintain jurisdiction-specific addenda or localized EULA versions for EU, California, and other high-risk consumer markets, each reflecting the mandatory local requirements that override the base agreement.",{"mistake":403,"why_it_matters":404,"fix":405},"Using the same EULA for B2B and B2C distribution without modification","Consumer protection statutes in the EU, UK, Australia, and many US states impose mandatory terms — plain-language requirements, cooling-off periods, non-exclusion of statutory remedies — that override B2B-oriented EULA language and can void entire clauses.","Maintain separate EULA versions for business and consumer audiences, or add a consumer-specific addendum that preserves statutory rights explicitly: 'Nothing in this Agreement limits any rights you may have under applicable consumer protection law.'",[407,410,413,416,419,422,425,428,431],{"question":408,"answer":409},"What is an end user license agreement (EULA)?","A EULA is a legally binding contract between a software publisher and the end user that governs how the software may be installed, accessed, and used. It grants a limited license to use the software while retaining the publisher's intellectual property ownership, imposing restrictions on prohibited activities, disclaiming warranties, capping liability, and setting termination conditions. It is not a sale of the software — it is a license to use it under defined terms.\n",{"question":411,"answer":412},"Is a EULA legally enforceable?","A EULA is generally enforceable when the user is given a reasonable opportunity to read it before accepting and affirmatively agrees — for example, by clicking 'I Accept' during installation. Courts in the US, Canada, the UK, and the EU have upheld clickwrap EULAs as binding contracts. However, specific clauses — particularly broad liability exclusions, non-compete restrictions, and consumer remedy limitations — may be struck down as unconscionable or contrary to mandatory consumer protection statutes depending on the jurisdiction and the user audience.\n",{"question":414,"answer":415},"What is the difference between a EULA and Terms of Service?","A EULA governs the license to install and use locally installed or downloaded software and focuses on IP rights, prohibited modifications, and distribution restrictions. Terms of Service (ToS) govern the use of a web-based platform or SaaS product accessed through a browser, covering account rules, content policies, acceptable use, and service availability. Many SaaS products use a ToS rather than a EULA because the software is never installed — it is accessed as a service. Some publishers use both: a EULA for the downloadable client and a ToS for the hosted back-end.\n",{"question":417,"answer":418},"Does a EULA need to be signed?","A physical signature is not required for a EULA to be enforceable in most jurisdictions. Clickwrap acceptance — clicking 'I Agree' or 'Accept and Install' — is widely recognized as a valid binding mechanism. However, for enterprise software agreements, bundled OEM licenses, or high-value contracts, a countersigned EULA or a separate software license agreement with wet or electronic signatures provides stronger enforcement certainty and clearer evidence in litigation.\n",{"question":420,"answer":421},"Do I need a separate EULA for app store distribution?","Yes. Both Apple's App Store and Google Play require developers to present a EULA to end users. Apple provides a default Standard EULA template that applies automatically if you do not publish a custom one — but the default template does not include your product-specific restrictions, IP language, or jurisdiction-tailored terms. Publishing a custom EULA is strongly recommended for any app that collects data, has in-app purchases, or serves a regulated industry. The custom EULA must not conflict with Apple's or Google's developer program terms.\n",{"question":423,"answer":424},"What is the difference between a EULA and a software license agreement?","A EULA is typically used for mass-market or consumer-grade software where the same standard terms apply to thousands of users and acceptance is via clickwrap. A Software License Agreement (SLA) is typically negotiated between two businesses for enterprise software deployments — it is signed by both parties, covers custom pricing, SLAs, audit rights, and escrow arrangements, and is far more detailed than a standard EULA. The EULA governs the end user; the SLA governs the enterprise buyer relationship.\n",{"question":426,"answer":427},"How should a EULA handle GDPR compliance?","The EULA should reference the publisher's privacy policy by URL and confirm that the user consents to data practices described therein. It should also state that the publisher processes personal data as a controller under the definitions in GDPR and direct the user to the privacy policy for information on legal basis, data subject rights, and cross-border transfer mechanisms. Embedding full GDPR notices inside the EULA is not recommended — maintain a separate, regularly updated privacy policy and link to it from the EULA.\n",{"question":429,"answer":430},"Can a EULA prohibit reverse engineering in all jurisdictions?","Not universally. In the US, reverse engineering for interoperability purposes is permitted under the DMCA's Section 1201 exception, and courts have declined to enforce EULA prohibitions that override this statutory right. In the EU, the Software Directive (2009/24/EC) permits reverse engineering for interoperability regardless of contractual restrictions. A EULA can and should prohibit reverse engineering, but publishers should understand that the prohibition may not hold in certain jurisdictions for specific interoperability use cases.\n",{"question":432,"answer":433},"What happens when a EULA is not presented before installation?","If a user installs and uses software without having been presented the EULA before accepting, courts may find the agreement was not properly incorporated into the contract. This can void key restrictions — particularly IP assignment, reverse engineering bans, and liability caps — because the user had no opportunity to review and accept them. Always present the full EULA text with a mandatory acceptance step during the installation or first-launch flow, before any functionality is accessible.\n",[435,439,443,447,451,455],{"industry":436,"icon_asset_id":437,"specifics":438},"Software and SaaS","industry-saas","Per-seat and concurrent-user license models require precise grant language; auto-renewal subscription terms and cancellation rights must reflect applicable consumer law.",{"industry":440,"icon_asset_id":441,"specifics":442},"Gaming and Entertainment","industry-gaming","Anti-cheat and anti-mod provisions, virtual currency and in-game item ownership disclaimers, and age-gating clauses for content and loot-box mechanics.",{"industry":444,"icon_asset_id":445,"specifics":446},"Healthcare and MedTech","industry-healthtech","FDA Software as a Medical Device (SaMD) classification may impose mandatory warranty and liability terms that override standard EULA disclaimers; HIPAA BAA references required when PHI is processed.",{"industry":448,"icon_asset_id":449,"specifics":450},"Financial Services and Fintech","industry-fintech","Regulatory compliance obligations — SEC, FCA, ASIC — may require specific disclosure and audit-trail provisions; strong indemnification clauses for data accuracy failures.",{"industry":452,"icon_asset_id":453,"specifics":454},"Education Technology","industry-education","COPPA compliance for platforms serving users under 13 requires parental consent mechanisms; FERPA obligations for institutions handling student educational records.",{"industry":456,"icon_asset_id":457,"specifics":458},"Manufacturing and Embedded Systems","industry-manufacturing","Firmware EULAs must address device-specific installation restrictions, export control compliance (EAR, ITAR), and prohibitions on using the firmware outside the approved hardware model.",[460,463,467,471],{"vs":87,"vs_template_id":461,"summary":462},"software-license-agreement-D13010","A Software License Agreement is a bilaterally negotiated, countersigned contract between a publisher and an enterprise buyer — covering custom pricing, SLA commitments, audit rights, and escrow arrangements. A EULA is a standard-form, take-it-or-leave-it document accepted via clickwrap by individual end users. Use a EULA for mass-market distribution and a Software License Agreement for negotiated enterprise deals where both parties are businesses.",{"vs":464,"vs_template_id":465,"summary":466},"Terms of Service Agreement","saas-subscription-agreement-D13012","A Terms of Service agreement governs user behavior on a web-based platform or SaaS product accessed through a browser — covering account creation, acceptable use, content policies, and service availability. A EULA governs the license to install and run locally executed software, focusing on IP rights and distribution restrictions. SaaS products that have no downloadable component typically need only a ToS; products with both a web platform and a downloadable client often need both.",{"vs":468,"vs_template_id":469,"summary":470},"Non-Disclosure Agreement","non-disclosure-agreement-nda-D12692","An NDA protects confidential information shared between two specific parties in the context of a business relationship or negotiation — it is bilaterally negotiated and signed. A EULA's confidentiality provisions protect the publisher's software trade secrets from end users in a one-to-many, standard-form context. NDAs are appropriate for sharing source code, technical roadmaps, or unreleased products with partners; a EULA governs the commercial distribution of the finished product.",{"vs":472,"vs_template_id":473,"summary":474},"Master Services Agreement","master-service-agreement-D13004","A Master Services Agreement governs the ongoing commercial relationship between a service provider and a business client, covering delivery obligations, payment, liability, and dispute resolution across multiple engagements or statements of work. A EULA governs end-user access rights to a specific software product. When software is delivered as part of a services engagement, both documents are typically needed: the MSA governs the services relationship and the EULA governs the embedded or bundled software license.",{"use_template":476,"template_plus_review":480,"custom_drafted":484},{"best_for":477,"cost":478,"time":479},"Independent developers and small software publishers distributing consumer apps or desktop tools with standard terms","Free","30–60 minutes",{"best_for":481,"cost":482,"time":483},"SaaS companies, app store publishers, or any product collecting user data or serving EU or California users","$500–$1,500","3–5 days",{"best_for":485,"cost":486,"time":487},"Enterprise software vendors, regulated-industry publishers (healthcare, fintech), or products with complex multi-jurisdictional distribution","$2,000–$8,000+","2–4 weeks",[489,494,499,504],{"code":490,"name":491,"flag_asset_id":492,"note":493},"us","United States","flag-us","EULA enforceability in the US is governed primarily by contract law (with UCC Article 2 applying in some states to software transactions) and federal statutes including the DMCA and CFAA. Clickwrap agreements are broadly enforceable when the user has a meaningful opportunity to read the terms before accepting. California's CLRA and UCL impose additional requirements on consumer-facing agreements, and California prohibits many mandatory arbitration clauses in consumer contracts as of recent legislative amendments. Check current FTC guidance on dark-pattern acceptance flows.",{"code":495,"name":496,"flag_asset_id":497,"note":498},"ca","Canada","flag-ca","EULA enforceability in Canada is governed by provincial contract law; Quebec's Consumer Protection Act imposes mandatory disclosure requirements for software sold to consumers. PIPEDA (and its provincial equivalents in Quebec, Alberta, and BC) requires express consent for any collection of personal information through the software. Quebec's Bill 64 (Law 25) imposes additional consent and data-residency requirements that may affect EULAs for software distributed to Quebec residents. French-language versions are required for consumer software marketed in Quebec.",{"code":500,"name":501,"flag_asset_id":502,"note":503},"uk","United Kingdom","flag-uk","The UK Unfair Terms in Consumer Contracts Regulations and the Consumer Rights Act 2015 prohibit unfair standard-form terms in B2C software agreements — including blanket liability exclusions and terms that deprive consumers of statutory remedies. Post-Brexit, the UK's UK GDPR (substantially mirroring EU GDPR) governs data collection disclosures required in the EULA. The Computer Misuse Act 1990 provides additional statutory protection for software that the EULA's IP and reverse-engineering clauses should reference.",{"code":505,"name":506,"flag_asset_id":507,"note":508},"eu","European Union","flag-eu","EU Directive 2009/24/EC on the legal protection of computer programs permits reverse engineering for interoperability purposes regardless of contractual restrictions — EULA prohibitions on reverse engineering are only partially enforceable. GDPR requires that any data collection through the software be disclosed with a valid legal basis and that data subject rights be communicated — reference your privacy policy by URL in the EULA. The EU Consumer Rights Directive grants a 14-day withdrawal right for digitally delivered software, which can be waived only if the user explicitly consents before download commences.",[238,510,469,253,511,512,513,514,515,516,517,518],"subscription-agreement-D12537","website-service-agreement-terms-of-use-D840","data-privacy-policy-D13465","intellectual-property-assignment-D5229","independent-contractor-agreement-D160","custom-software-development-agreement-D787","data-processing-agreement-D13954","terms-and-conditions-D12667","it-service-agreement-D13422",{"emit_how_to":197,"emit_defined_term":197},{"primary_folder":96,"secondary_folder":521,"document_type":522,"industry":523,"business_stage":524,"tags":525,"confidence":531},"intellectual-property-and-licensing","agreement","software-and-technology","all-stages",[526,527,528,529,530],"intellectual-property","liability","eula","software-license","terms-and-conditions",0.92,"\u003Ch2>What is an End User License Agreement?\u003C/h2>\n\u003Cp>An \u003Cstrong>End User License Agreement (EULA)\u003C/strong> is a legally binding contract between a software publisher and the individual or entity that installs or uses the software, defining the precise terms under which the software may be used. Unlike a sale, a EULA does not transfer ownership of the software — it grants a limited, non-exclusive license to use the software within defined parameters while the publisher retains all intellectual property rights. A properly drafted EULA restricts redistribution and reverse engineering, disclaims warranties, caps the publisher's financial liability, and establishes what happens when the license is terminated. EULAs are presented and accepted before or during software installation, typically through a clickwrap mechanism where the user clicks "I Accept" to form a binding contract.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Distributing software without a EULA means the end user acquires rights governed entirely by default copyright law and jurisdiction-specific statutory defaults — almost none of which favor the publisher. Without explicit license restrictions, users may legally reverse-engineer your software, redistribute copies, or sublicense access to third parties, each of which directly undermines your revenue model and competitive position. Without a warranty disclaimer, you may face implied-warranty claims if the software causes data loss or fails to perform as marketed. Without a liability cap, a single enterprise user's consequential damage claim — data corruption, business interruption, or regulatory penalty — can exceed the total revenue you earned from the product. A signed EULA, presented before first use and accepted affirmatively, closes all four of these exposures simultaneously and gives you an enforceable basis to revoke access, seek injunctive relief, or pursue damages when users violate your license terms.\u003C/p>\n",1781185958380]