[{"data":1,"prerenderedAt":531},["ShallowReactive",2],{"document-freeware-license-terms-D834":3},{"document":4,"label":23,"preview":11,"thumb":24,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":25,"breadcrumb":29,"related":37,"customDescModule":181,"customdescription":6,"mdFm":182,"mdProseHtml":530},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":22},"FREEWARE LICENSE TERMS This website contains certain downloadable software that does not require payment of any license fee. The copyright owner and Licensor or the software that you download through this site is indicated in the accompanying read-me file and in the area of this website from which the software is downloaded. This Freeware License is a binding legal agreement between the individual who downloads the software (\"You\") and the Licensor. THIS SOFTWARE IS COPYRIGHTED AND THE OWNER OF THE COPYRIGHT CLAIMS ALL EXCLUSIVE RIGHTS TO SUCH SOFTWARE, EXCEPT AS LICENSED TO USERS HEREUNDER AND SUBJECT TO STRICT COMPLIANCE WITH THE TERMS OF THIS FREEWARE LICENSE. Even though a license fee is not paid for use of such Freeware, it does not mean that there are not conditions for using such Freeware. As a condition for granting you a license to use Freeware programs that are available through this site, you agree to all of the following terms and conditions. You are deemed to have read, understood and accepted all such terms and conditions upon executing a download of any Freeware program. If you fail to abide by any of the terms and conditions set forth herein, your license to use such Freeware shall be immediately and automatically revoked, without any notice or other action by the Copyright Owner. TERMS AND CONDITIONS Background You are granted a non-exclusive license to use the Downloaded Software subject to your compliance with all of the terms and conditions of this Freeware License. You may only use the software on a single computer that you own, lease or control. You may make one backup copy of the software for your own use to replace the primary copy in the event of hard-drive failure or other unavailability of the primary copy. The backup copy shall retain all copyright notices. You are only granted a license for the machine-readable, object code portion of the software. You will not modify, enhance, reverse engineer or otherwise alter the software from its current state. You may not use the software for multiple users or on a local area network without written consent from the Licensor.",null,"Freeware License Terms","2",37,"doc","https://templates.business-in-a-box.com/imgs/1000px/freeware-license-terms-D834.png","https://templates.business-in-a-box.com/imgs/250px/834.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#834.xml",{"title":6,"description":6},[16,19],{"label":17,"url":18},"Software & Technology","/templates/software-technology-business/",{"label":20,"url":21},"E-Commerce","/templates/ecommerce-business/","freeware license terms","Freeware License Terms Template","https://templates.business-in-a-box.com/imgs/400px/834.png",[26,16,19],{"label":27,"url":28},"Templates","/templates/",[30,31,34],{"label":27,"url":28},{"label":32,"url":33},"Legal Agreements","/templates/business-legal-agreements/",{"label":35,"url":36},"Intellectual Property & Licensing","/templates/intellectual-property-and-licensing/",[38,42,46,50,54,58,62,66,70,74,78,82,86,103,120,135,151,166],{"label":39,"url":40,"thumb":41,"extension":10},"Website Terms and Conditions","/template/website-terms-and-conditions-D13193","https://templates.business-in-a-box.com/imgs/250px/13193.png",{"label":43,"url":44,"thumb":45,"extension":10},"Affiliate Program Terms and Conditions","/template/affiliate-program-terms-and-conditions-D13597","https://templates.business-in-a-box.com/imgs/250px/13597.png",{"label":47,"url":48,"thumb":49,"extension":10},"License Agreement","/template/license-agreement-D1180","https://templates.business-in-a-box.com/imgs/250px/1180.png",{"label":51,"url":52,"thumb":53,"extension":10},"License Agreement NonTransferable and Non Exclusive License","/template/license-agreement-nontransferable-and-non-exclusive-license-D1022","https://templates.business-in-a-box.com/imgs/250px/1022.png",{"label":55,"url":56,"thumb":57,"extension":10},"Terms And Conditions","/template/terms-and-conditions-D12667","https://templates.business-in-a-box.com/imgs/250px/12667.png",{"label":59,"url":60,"thumb":61,"extension":10},"API License Agreement","/template/api-license-agreement-D12726","https://templates.business-in-a-box.com/imgs/250px/12726.png",{"label":63,"url":64,"thumb":65,"extension":10},"Copyright License Agreement","/template/copyright-license-agreement-D12742","https://templates.business-in-a-box.com/imgs/250px/12742.png",{"label":67,"url":68,"thumb":69,"extension":10},"Manufacturing License Agreement","/template/manufacturing-license-agreement-D13844","https://templates.business-in-a-box.com/imgs/250px/13844.png",{"label":71,"url":72,"thumb":73,"extension":10},"SaaS License Agreement","/template/saas-license-agreement-D12858","https://templates.business-in-a-box.com/imgs/250px/12858.png",{"label":75,"url":76,"thumb":77,"extension":10},"Software License Agreement","/template/software-license-agreement-D12928","https://templates.business-in-a-box.com/imgs/250px/12928.png",{"label":79,"url":80,"thumb":81,"extension":10},"Video License Agreement","/template/video-license-agreement-D12743","https://templates.business-in-a-box.com/imgs/250px/12743.png",{"label":83,"url":84,"thumb":85,"extension":10},"Acknowledgment of Modified Terms","/template/acknowledgment-of-modified-terms-D846","https://templates.business-in-a-box.com/imgs/250px/846.png",{"description":87,"descriptionCustom":6,"label":88,"pages":89,"size":90,"extension":10,"preview":91,"thumb":92,"svgFrame":93,"seoMetadata":94,"parents":96,"keywords":95,"url":102},"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. ","End User License Agreement","7",513,"https://templates.business-in-a-box.com/imgs/1000px/performance-form-2018-19-copy-D13011.png","https://templates.business-in-a-box.com/imgs/250px/13011.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13011.xml",{"title":95,"description":6},"end user license agreement",[97,99],{"label":32,"url":98},"business-legal-agreements",{"label":100,"url":101},"License Agreements","license-agreement","/template/end-user-license-agreement-D13011",{"description":104,"descriptionCustom":6,"label":105,"pages":106,"size":90,"extension":10,"preview":107,"thumb":108,"svgFrame":109,"seoMetadata":110,"parents":112,"keywords":111,"url":119},"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":111,"description":6},"subscription agreement",[113,116],{"label":114,"url":115},"Finance & Accounting","finance-accounting",{"label":117,"url":118},"Buy & Sell Shares","buy-sell-shares","/template/subscription-agreement-D12537",{"description":121,"descriptionCustom":6,"label":122,"pages":123,"size":90,"extension":10,"preview":124,"thumb":125,"svgFrame":126,"seoMetadata":127,"parents":129,"keywords":128,"url":134},"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":128,"description":6},"non disclosure agreement nda",[130,131],{"label":32,"url":98},{"label":132,"url":133},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":136,"descriptionCustom":6,"label":137,"pages":123,"size":90,"extension":10,"preview":138,"thumb":139,"svgFrame":140,"seoMetadata":141,"parents":143,"keywords":142,"url":150},"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":142,"description":6},"data privacy policy",[144,147],{"label":145,"url":146},"Human Resources","human-resources",{"label":148,"url":149},"Company Policies","company-policies","/template/data-privacy-policy-D13465",{"description":152,"descriptionCustom":6,"label":153,"pages":154,"size":155,"extension":10,"preview":156,"thumb":157,"svgFrame":158,"seoMetadata":159,"parents":160,"keywords":164,"url":165},"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},[161,163],{"label":17,"url":162},"software-technology-business",{"label":17,"url":162},"custom software development agreement","/template/custom-software-development-agreement-D787",{"description":167,"descriptionCustom":6,"label":168,"pages":89,"size":169,"extension":10,"preview":170,"thumb":171,"svgFrame":172,"seoMetadata":173,"parents":174,"keywords":179,"url":180},"INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT This Intellectual Property Assignment Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Assignor\"), 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 \"Assignee\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Shareholder\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] PREAMBLE WHEREAS [YOUR COMPANY NAME] owns all rights in a patent registered with the [COUNTRY] Patent Office under file number [NUMBER], serial number [NUMBER], entitled [SPECIFY] (the \"Patent\"); WHEREAS [YOUR COMPANY NAME] wishes to assign all rights and title in and to the Patent [COMPANY NAME]; WHEREAS the parties wish to enter into this Agreement on the terms and conditions more particularly provided herein. NOW, THEREFORE, in consideration of the above premises and agreements herein contained, the preamble forming an integral part hereof, the parties agree as follows: DEFINITIONS In this Agreement, except where the context or subject matter is inconsistent therewith, the following terms shall have the following meanings: \"Affiliates\" means, with respect to a Party to this Agreement, any person which, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with such Party. The term \"control\" means possession, direct or indirect, of the powers to direct or cause the direction of the management or policies of a person, whether through ownership of equity participation, voting securities, or beneficial interests, by contract, by agreement or otherwise. \"Agreement\" shall mean this document, the annexed schedules, which are incorporated herein, together with any future written and executed amendments agreed to by the parties. \"Assigned Rights\" shall mean all rights and title in the Patent and all Intellectual Property Rights in the technology described in the Patent, in all countries. \"Improvements\" means innovations, inventions, ideas, designs, concepts, discoveries, techniques, works, processes, formulas, new derived material and modifications related to the Patent, whether or not patentable, copyrightable, or otherwise protectable as trade secrets or under any other intellectual property, conceived, brought to practice or developed by either Party after the date of this Agreement. \"Intellectual Property Rights\" includes all patents, trade marks, service marks, registered designs, integrated circuits topographies, including applications for any of the foregoing, and includes all copyrights, design rights, know-how, confidential information, trade secrets and any other similar rights in [COUNTRY] and in any other countries. \"Patent\" shall mean the patent described in recitals hereof and its counterpart applications in any country, now or thereafter owned by [YOUR COMPANY NAME] or to which [YOUR COMPANY NAME] otherwise acquires rights, including any patent application, divisional, continuation, provisional, reissue, re-examination, extension certificate, registration, renewal, confirmation and national phase entry application related to such Patent. ASSIGNMENT OF PATENT Subject to the terms and conditions contained in this Agreement, [YOUR COMPANY NAME] hereby irrevocably assigns to [COMPANY NAME] all rights and title and any other rights to the Patent as well as all Intellectual Property Rights in the technology described in the Patent, in all countries. The parties hereby recognize that any and all Intellectual Property Rights in any Improvements shall be held by [COMPANY NAME]. The parties hereby recognize that no Intellectual Property Rights are assigned, licensed or otherwise granted under this Agreement, save and except as explicitly stated in this Section 2. COMPENSATION In consideration of the Assigned Rights, [COMPANY NAME] agrees to pay [YOUR COMPANY NAME] the sum of [AMOUNT] (the \"Purchase Price\") payable upon the execution of this Agreement by all of the parties hereto. REPRESENTATIONS AND WARRANTIES The Guarantors represent and warrant on a joint and several basis to [COMPANY NAME] that: the Patent and [COMPANY NAME]'s use of the Patent does not, to the best knowledge of the Guarantors, infringe upon any patent, or any trademark, copyright, trade secret or other Intellectual Property Rights or proprietary right of any third party, and that there is currently no actual or threatened suit against [YOUR COMPANY NAME] by any third party based on an alleged violation of such right, and the Guarantors do not know of any basis for any such action; there are no outstanding assignments, grants, licenses, liens, encumbrances, obligations or agreements (whether written, oral or implied) regarding the Patent; [YOUR COMPANY NAME] has all rights, power and authority required in order to grant the Assigned Rights free and clear of all encumbrances or legal restrictions, in accordance with this Agreement; [YOUR COMPANY NAME] has good and marketable title to the Patent; there is no requirement for [YOUR COMPANY NAME] to obtain any other authorization, consent or approval from any third party as a condition to the enforceability of any provision of this Agreement or the lawful conclusion of the transactions contemplated by this Agreement; Notwithstanding any investigation conducted prior to the execution of this Agreement, and notwithstanding implied knowledge or notice of any fact or circumstance which [COMPANY NAME] may have as a result of such investigation or otherwise, [COMPANY NAME] shall be entitled to rely upon the representations and warranties set forth herein and the obligations of [YOUR COMPANY NAME] hereto with respect to such representations and warranties shall survive the termination of this Agreement for any reason. The Guarantors, on a joint and several basis, shall indemnify and hold [COMPANY NAME] harmless from all losses, liabilities, damages and expenses, including reasonable attorneys' fees and costs (collectively, \"Liabilities\"), that [COMPANY NAME] may suffer to the extent resulting from any claims, demands, actions or other proceedings made or instituted by any third party against [COMPANY NAME] and arising out of the use of the Patent, or related to the breach of any obligation or any representation and warranty under this Agreement, except for Liabilities arising out of the gross negligence or willful misconduct of [COMPANY NAME]. TERM AND TERMINATION This Agreement shall take effect upon the execution hereof by both parties hereto, and, unless sooner terminated as per paragraph 5.2 below, shall remain in effect until the expiration of the Patent. Upon any material breach or default under this Agreement by either Party, the other Party may give notice of such breach or default and, unless the same shall be cured within [NUMBER] days after delivery of such notice, then, without limitation of any other remedy available hereunder, such Party may terminate this Agreement immediately upon delivery of a notice of termination to the other Party at any time thereafter. The termination of this Agreement by either of the Parties shall be subject to all other rights and remedies available to the Parties hereunder or otherwise. NOTICE","Intellectual Property Assignment",80,"https://templates.business-in-a-box.com/imgs/1000px/intellectual-property-assignment-D5229.png","https://templates.business-in-a-box.com/imgs/250px/5229.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#5229.xml",{"title":6,"description":6},[175,176],{"label":32,"url":98},{"label":177,"url":178},"Transfer & Assignment Agreements","transfer-assignment-agreement","intellectual property assignment","/template/intellectual-property-assignment-D5229",false,{"seo":183,"reviewer":196,"quick_facts":200,"at_a_glance":203,"personas":207,"variants":232,"glossary":260,"clauses":297,"how_to_fill":348,"common_mistakes":389,"faqs":414,"industries":442,"comparisons":459,"diy_vs_lawyer":473,"jurisdictions":486,"related_template_ids_curated":507,"schema":517,"classification":518},{"meta_title":184,"meta_description":185,"primary_keyword":186,"secondary_keywords":187},"Freeware License Terms Template | Free Word Download","Free freeware license terms template for software distributed at no cost.","freeware license terms template",[188,189,190,191,192,193,194,195],"freeware license agreement template","freeware software license template","free software license terms template","freeware end user license agreement","freeware eula template","software license agreement free download","freeware distribution license template","no cost software license template",{"name":197,"credential":198,"reviewed_date":199},"Bruno Goulet","CEO, Business in a Box","2026-05-02",{"difficulty":201,"legal_review_recommended":202,"signature_required":202},"medium",true,{"what_it_is":204,"when_you_need_it":205,"whats_inside":206},"Freeware License Terms are a legally binding agreement between a software developer or publisher and any end user who downloads or installs a program distributed free of charge. This free Word download lets you define exactly what users may and may not do with your software, disclaim warranties, cap liability, and retain full intellectual property ownership — even when you charge nothing for the product.\n","Use it any time you release a desktop application, utility, plugin, or tool at no cost to the public, to registered users, or to a defined community. It is equally relevant whether you distribute directly from your website, through an app store, or via a third-party download portal.\n","Grant of license and permitted uses, prohibited acts (reverse engineering, redistribution, modification), intellectual property ownership, warranty disclaimer, limitation of liability, data collection and privacy notice, term and termination conditions, and governing law.\n",[208,212,216,220,224,228],{"title":209,"use_case":210,"icon_asset_id":211},"Independent software developers","Protecting IP when releasing a utility or productivity tool at no charge","persona-software-developer",{"title":213,"use_case":214,"icon_asset_id":215},"SaaS and software companies","Governing a free tier or freemium product alongside paid plans","persona-saas-founder",{"title":217,"use_case":218,"icon_asset_id":219},"IT departments and enterprises","Distributing internal tools free of charge to employees across locations","persona-it-manager",{"title":221,"use_case":222,"icon_asset_id":223},"Startup founders","Launching an MVP or free product without exposing the company to liability","persona-startup-founder",{"title":225,"use_case":226,"icon_asset_id":227},"Game developers","Releasing a free-to-play game while retaining rights to assets and code","persona-game-developer",{"title":229,"use_case":230,"icon_asset_id":231},"Open-source contributors","Adding proprietary restrictions on top of a free binary distribution","persona-developer",[233,237,241,245,249,253,257],{"situation":234,"recommended_template":235,"slug":236},"Software distributed free but with source code available to users","Open Source Software License Agreement","source-code-license-agreement-D807",{"situation":238,"recommended_template":239,"slug":240},"Free trial version that converts to a paid subscription","Software License Agreement (Trial)","trial-software-license-agreement-D815",{"situation":242,"recommended_template":243,"slug":244},"Paid commercial software with a full end-user license","End User License Agreement (EULA)","end-user-license-agreement-D13011",{"situation":246,"recommended_template":247,"slug":248},"Software-as-a-Service product with subscription billing","SaaS Subscription Agreement","subscription-agreement-D12537",{"situation":250,"recommended_template":251,"slug":252},"Software licensed to another business for internal use only","Software License Agreement (B2B)","software-license-agreement-D12928",{"situation":254,"recommended_template":255,"slug":256},"Mobile app distributed through an app store at no cost","Mobile Application License Agreement","license-agreement-D1180",{"situation":258,"recommended_template":259,"slug":256},"Plugin or add-on distributed free for use with a third-party platform","Plugin License Agreement",[261,264,267,270,273,276,279,282,285,288,291,294],{"term":262,"definition":263},"Freeware","Software made available at no monetary cost to the end user, but whose source code remains proprietary and whose use is governed by a license.",{"term":265,"definition":266},"Grant of License","The clause that gives the user permission to install and use the software under defined conditions — without this, no lawful use exists.",{"term":268,"definition":269},"Intellectual Property Ownership","A clause confirming that the developer retains all copyright, patents, trademarks, and trade secrets in the software regardless of the free distribution.",{"term":271,"definition":272},"Reverse Engineering","The process of decompiling or disassembling software to reconstruct its source code or underlying logic — typically prohibited in freeware licenses.",{"term":274,"definition":275},"Warranty Disclaimer","A provision stating the software is provided 'as is' with no guarantees of fitness, accuracy, or uninterrupted operation.",{"term":277,"definition":278},"Limitation of Liability","A cap on the damages a developer can be held responsible for, typically excluding indirect, incidental, or consequential losses.",{"term":280,"definition":281},"Termination Clause","The conditions under which the license ends — usually automatic upon breach — and what the user must do afterward (uninstall, destroy copies).",{"term":283,"definition":284},"Permitted Use","The specific, affirmative acts the license allows — for example, personal use only, or use within a single organization.",{"term":286,"definition":287},"Redistribution Restriction","A prohibition on the user passing the software to third parties, uploading it to other platforms, or bundling it with other products.",{"term":289,"definition":290},"Governing Law","The jurisdiction whose laws apply to interpreting and enforcing the license agreement in the event of a dispute.",{"term":292,"definition":293},"End User","The individual or entity that downloads, installs, or otherwise uses the software under the terms of the freeware license.",{"term":295,"definition":296},"Indemnification","A clause requiring the user to compensate the developer for losses arising from the user's violation of the license terms.",[298,303,308,313,318,323,328,333,338,343],{"name":299,"plain_english":300,"sample_language":301,"common_mistake":302},"Parties and definitions","Identifies the licensor (developer or company) and licensee (end user) and defines key terms used throughout the document.","This Freeware License Agreement ('Agreement') is entered into between [DEVELOPER LEGAL NAME] ('Licensor') and the individual or entity installing or using the Software ('Licensee'). 'Software' means [PRODUCT NAME], version [X.X], including all associated documentation.","Referring to 'the software' throughout without a formal defined term — when the product is updated or rebranded, the scope of the license becomes ambiguous.",{"name":304,"plain_english":305,"sample_language":306,"common_mistake":307},"Grant of license","Defines the specific, limited rights the user receives — typically a non-exclusive, non-transferable, royalty-free license to install and use the software for stated purposes.","Licensor grants Licensee a non-exclusive, non-transferable, royalty-free license to install and use the Software solely for [PERSONAL / COMMERCIAL / INTERNAL BUSINESS] purposes on [NUMBER] device(s) or an unlimited number of devices within Licensee's organization.","Using an open-ended grant with no scope limitation. Without specifying personal, internal, or commercial use, users may claim the right to use the software in ways you did not intend.",{"name":309,"plain_english":310,"sample_language":311,"common_mistake":312},"Restrictions and prohibited uses","Lists the acts the licensee is specifically forbidden from doing — reverse engineering, modifying, sublicensing, selling, or redistributing the software.","Licensee shall not: (a) copy, modify, or create derivative works of the Software; (b) reverse engineer, decompile, or disassemble the Software; (c) sell, sublicense, rent, or otherwise transfer the Software to any third party; (d) remove or alter any proprietary notices.","Omitting a prohibition on bundling the software with other products for redistribution. Without this restriction, users may package your freeware inside paid software bundles.",{"name":314,"plain_english":315,"sample_language":316,"common_mistake":317},"Intellectual property ownership","Confirms that all rights in the software — copyright, patents, trademarks, and trade secrets — remain with the licensor despite the free distribution.","The Software is licensed, not sold. All right, title, and interest in and to the Software, including all intellectual property rights, remain exclusively with [DEVELOPER LEGAL NAME]. This Agreement does not convey any ownership interest to Licensee.","Failing to include this clause at all — users may argue that receiving software for free constitutes a transfer of ownership, particularly in jurisdictions without strong implied-IP-retention rules.",{"name":319,"plain_english":320,"sample_language":321,"common_mistake":322},"Warranty disclaimer","States that the software is provided 'as is' without any warranties — no guarantee it will work, be error-free, or meet the user's specific needs.","THE SOFTWARE IS PROVIDED 'AS IS,' WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE.","Writing the disclaimer in mixed case or body text. Courts in the US and Canada require warranty disclaimers to be conspicuous — all-caps or bold formatting is the accepted standard for meeting this requirement.",{"name":324,"plain_english":325,"sample_language":326,"common_mistake":327},"Limitation of liability","Caps the licensor's maximum financial exposure — typically zero or a nominal amount — and excludes indirect, consequential, and incidental damages.","TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, DATA, OR GOODWILL. LICENSOR'S TOTAL LIABILITY SHALL NOT EXCEED [USD $0 / THE AMOUNT PAID BY LICENSEE IN THE PRECEDING 12 MONTHS].","Setting the liability cap at a dollar amount above zero when the software is free. A cap higher than the price paid can create unexpected exposure — for free software, $0 or a nominal $10 is the standard floor.",{"name":329,"plain_english":330,"sample_language":331,"common_mistake":332},"Data collection and privacy","Discloses what data the software collects from users, how it is used, and whether it is shared — required by GDPR, CCPA, and most app store policies.","The Software may collect [USAGE DATA / CRASH REPORTS / DEVICE IDENTIFIERS] for purposes of product improvement and support. Licensor processes this data in accordance with its Privacy Policy located at [URL]. Licensee consents to such collection by installing the Software.","Including data collection language in the license but omitting a referenced privacy policy. Regulators treat the license and privacy policy as a package — a reference to a non-existent or outdated policy creates compliance exposure.",{"name":334,"plain_english":335,"sample_language":336,"common_mistake":337},"Term and termination","States that the license continues until terminated, and specifies the conditions — usually a breach — that trigger automatic termination and require the user to uninstall the software.","This Agreement is effective from the date of installation and continues until terminated. Licensor may terminate this Agreement immediately upon notice if Licensee breaches any provision. Upon termination, Licensee must uninstall and destroy all copies of the Software.","No termination clause at all. Without one, a user who violates the license may argue the license is perpetual and irrevocable — making enforcement practically impossible.",{"name":339,"plain_english":340,"sample_language":341,"common_mistake":342},"Updates and support","Clarifies that the licensor has no obligation to provide updates, patches, or support for freeware, while reserving the right to discontinue or modify the software at any time.","Licensor has no obligation to provide maintenance, support, updates, enhancements, or modifications to the Software. Licensor reserves the right to discontinue the Software at any time without notice.","Implying a support commitment by including a support email address in the document without an express no-support disclaimer — users may claim a contractual right to bug fixes or updates.",{"name":344,"plain_english":345,"sample_language":346,"common_mistake":347},"Governing law and dispute resolution","Specifies the jurisdiction whose law governs the agreement and how disputes are resolved — arbitration, small claims court, or litigation in a named forum.","This Agreement is governed by the laws of [STATE / PROVINCE / COUNTRY], without regard to its conflict-of-law principles. Any dispute shall be resolved by binding arbitration in [CITY], except that Licensor may seek injunctive relief in any court of competent jurisdiction.","Choosing a governing law with no connection to where the developer operates. Several jurisdictions apply local consumer-protection law regardless of a chosen foreign forum, making the clause partially unenforceable against consumer users.",[349,354,359,364,369,374,379,384],{"step":350,"title":351,"description":352,"tip":353},1,"Enter the licensor's legal entity details","Replace all instances of [DEVELOPER LEGAL NAME] with your full registered business name or, for an individual developer, your legal name. Include your jurisdiction of incorporation or residence.","Use the same legal name that appears on your business registration — a mismatch between the license and your corporate records complicates enforcement.",{"step":355,"title":356,"description":357,"tip":358},2,"Define the software and version scope","Fill in the product name, current version number, and a brief one-sentence description. Specify whether the license covers all future versions or only the named version.","If you plan to release updates, use language like 'including all subsequent versions provided under this Agreement' to avoid issuing a new license for each release.",{"step":360,"title":361,"description":362,"tip":363},3,"Set the permitted use scope","Decide whether the software is licensed for personal use only, internal business use, or any non-commercial use — and state it explicitly in the grant-of-license clause. Specify any device-count limits.","If your monetization model depends on selling a commercial or professional tier, restrict the freeware license to personal or non-commercial use only.",{"step":365,"title":366,"description":367,"tip":368},4,"Review and tailor the restrictions list","Read through the prohibited-uses clause and add any restrictions specific to your product — for example, prohibiting use in life-critical systems, or use by direct competitors.","Courts apply a reasonableness standard to restriction clauses — overly broad prohibitions (e.g., 'any commercial context') may be unenforceable against consumer users in the EU.",{"step":370,"title":371,"description":372,"tip":373},5,"Add your data collection and privacy policy reference","Identify what data the software collects (crash reports, usage telemetry, device IDs) and insert the URL of your privacy policy. If the software collects no data, state that explicitly.","GDPR requires that consent to data collection be freely given, specific, and informed. Bundling consent into a license click-through is legally sufficient for non-sensitive data but should be documented.",{"step":375,"title":376,"description":377,"tip":378},6,"Confirm the warranty and liability language","Ensure the warranty disclaimer and limitation-of-liability clauses are in all-caps or bold as required for conspicuousness. Verify the liability cap is set to $0 or a nominal amount appropriate for free software.","Some US states (notably New Jersey and Massachusetts) limit the enforceability of limitation-of-liability clauses for consumer software — consider a legal review if you have significant consumer users in those states.",{"step":380,"title":381,"description":382,"tip":383},7,"Set the governing law and dispute forum","Insert your home jurisdiction — state and country for US developers, province and country for Canadian developers — and choose between arbitration and court-based dispute resolution.","Mandatory arbitration clauses in consumer-facing software licenses are scrutinized in the EU and several US states — if your user base is primarily consumers, consult a lawyer before using a mandatory arbitration clause.",{"step":385,"title":386,"description":387,"tip":388},8,"Publish and link at every download point","Upload the finalized license to a stable URL and link to it on every download page, install wizard, and app store listing. For click-wrap acceptance, display the full text with a checkbox or 'I Agree' button before install.","Click-wrap acceptance (checkbox or button) is significantly more defensible in court than browse-wrap acceptance (a footnote link). Use click-wrap whenever technically feasible.",[390,394,398,402,406,410],{"mistake":391,"why_it_matters":392,"fix":393},"No click-wrap acceptance mechanism","Browse-wrap licenses — where terms are posted on a website but not affirmatively accepted — are routinely invalidated by courts because users can credibly claim they never saw the terms.","Require users to check a box or click 'I Agree' during the installation process and log the acceptance event with a timestamp and version number.",{"mistake":395,"why_it_matters":396,"fix":397},"Omitting the intellectual property ownership clause","Without an explicit ownership statement, users in some jurisdictions may argue that receiving software for free implies some form of ownership transfer or unlimited license.","Include a clause stating unambiguously that the software is licensed — not sold — and all IP rights remain with the licensor regardless of the zero-cost distribution.",{"mistake":399,"why_it_matters":400,"fix":401},"Warranty disclaimer not in conspicuous format","Under UCC §2-316 in the US and equivalent statutes in Canada and the UK, warranty disclaimers must be conspicuous to be enforceable — body-text disclaimers in normal font have been struck down.","Format the warranty disclaimer and limitation-of-liability clause in ALL CAPS or bold text, and position them prominently rather than buried in a definitions section.",{"mistake":403,"why_it_matters":404,"fix":405},"Data collection without a referenced privacy policy","GDPR, CCPA, and most app store policies require a separate, linked privacy policy whenever software collects any user data — a license-only disclosure is not sufficient and can result in regulatory fines or app store removal.","Publish a standalone privacy policy at a permanent URL, reference it explicitly in the license, and ensure its data descriptions match what the software actually collects.",{"mistake":407,"why_it_matters":408,"fix":409},"Using an open-source license template for proprietary freeware","Open-source licenses like MIT or GPL require source code disclosure and may require derivative works to carry the same license — applying them to closed-source freeware creates contradictions that void or undermine your restrictions.","Use a purpose-built proprietary freeware license that explicitly retains all IP rights and restricts modification, redistribution, and access to source code.",{"mistake":411,"why_it_matters":412,"fix":413},"No termination or uninstall obligation clause","Without a termination clause, a user who breaches the license may argue it is perpetual and irrevocable — making it nearly impossible to stop unauthorized use or redistribution.","Include a clause stating the license terminates automatically on breach and requiring the user to uninstall and destroy all copies within a defined period (typically 5–10 business days).",[415,418,421,424,427,430,433,436,439],{"question":416,"answer":417},"What are freeware license terms?","Freeware license terms are a legally binding agreement that governs how end users may install and use software distributed at no charge. They define permitted uses, prohibit reverse engineering or redistribution, disclaim warranties, cap the developer's liability, and confirm that the developer retains full intellectual property ownership. Unlike open-source licenses, freeware licenses keep the source code proprietary even though the software costs nothing.\n",{"question":419,"answer":420},"Does freeware need a license agreement?","Yes. Distributing software without a license agreement means users have no defined rights — and neither does the developer. Without a license, courts in most jurisdictions apply default copyright rules, which can be interpreted against the developer. A freeware license is the only reliable way to disclaim warranties, limit liability, restrict redistribution, and retain IP ownership when you distribute at no cost.\n",{"question":422,"answer":423},"What is the difference between freeware and open-source software?","Freeware is software available at no cost but with a proprietary license that restricts access to source code, modification, and redistribution. Open-source software also costs nothing but requires the developer to make source code available and often requires derivative works to carry the same license. Freeware gives the developer more control; open source enables community contribution. The two are mutually exclusive — you cannot use a standard open-source license and restrict source code access.\n",{"question":425,"answer":426},"Can a freeware license prohibit commercial use?","Yes. Restricting the license to personal or non-commercial use is one of the most common freeware strategies — it lets developers offer a free product to individual users while requiring businesses to purchase a commercial license. The restriction must be stated explicitly in the grant-of-license clause. In the EU, consumer-protection rules may limit how broadly such restrictions can be enforced against individual consumers, so precise drafting matters.\n",{"question":428,"answer":429},"Is a freeware license enforceable if users do not sign it?","Freeware licenses are typically enforced through click-wrap acceptance — a checkbox or 'I Agree' button presented during installation. Courts in the US, Canada, and the UK consistently uphold click-wrap agreements as binding contracts because the user takes an affirmative act to accept. Browse-wrap agreements (a link in a footer without active acceptance) are far less reliable and have been invalidated in several significant cases.\n",{"question":431,"answer":432},"What happens if someone violates my freeware license terms?","A breach of license terms is a breach of contract and, in most cases, also copyright infringement — since the user's right to use the software derives entirely from the license. If the license terminates automatically on breach, continued use after breach is copyright infringement, which carries stronger remedies including statutory damages in the US. Practical enforcement options include cease-and-desist letters, DMCA takedowns for unauthorized redistribution, and litigation for significant infringers.\n",{"question":434,"answer":435},"Do freeware license terms need to comply with GDPR?","If your software collects any personal data from users in the EU — including crash reports, usage analytics, or device identifiers — you must comply with GDPR regardless of whether the software is free or paid. This means providing a separate privacy policy, obtaining valid consent for non-essential data collection, and giving users the right to access and delete their data. The freeware license should reference your privacy policy but cannot replace it.\n",{"question":437,"answer":438},"Can I include an indemnification clause in a freeware license?","Yes, and it is generally advisable. An indemnification clause requires the user to compensate you for losses arising from their breach of the license — for example, if a user redistributes your software and a third party sues you as a result. However, broad indemnification clauses in consumer-facing licenses are often unenforceable in the EU and some US states, so tailor the scope to business-use scenarios if your user base is mixed.\n",{"question":440,"answer":441},"Should a freeware license cover future versions of the software?","It depends on your release strategy. If you want a single license to cover all updates automatically, include language like 'including all subsequent versions provided by Licensor.' If you want to re-negotiate terms for major versions — for example, to add a commercial-use restriction — use version- specific language and require users to accept updated terms on each major release. Most developers choose the automatic-coverage approach for convenience.\n",[443,447,451,455],{"industry":444,"icon_asset_id":445,"specifics":446},"Software and SaaS","industry-saas","Freeware licenses govern free tiers, trial builds, and open-access utilities while protecting the IP base of a broader commercial product suite.",{"industry":448,"icon_asset_id":449,"specifics":450},"Gaming","industry-gaming","Free-to-play games require freeware-style licenses that retain rights to all in-game assets, characters, and code while addressing virtual-currency and in-app-purchase terms separately.",{"industry":452,"icon_asset_id":453,"specifics":454},"Education and Research","industry-education","Academic and research tools distributed free to institutions need licenses that restrict commercial use and redistribution while permitting internal research and publication workflows.",{"industry":456,"icon_asset_id":457,"specifics":458},"Cybersecurity and IT Tools","industry-it-security","Security utilities and diagnostic tools carry elevated liability risk — freeware licenses in this sector must include explicit disclaimers against use in life-critical or regulated environments.",[460,463,466,469],{"vs":243,"vs_template_id":461,"summary":462},"end-user-license-agreement-(eula)-D826","A standard EULA governs paid or commercially distributed software and typically includes payment terms, upgrade rights, and tiered license fees. Freeware license terms serve the same structural purpose but are tailored to zero-cost distribution — no payment terms, stronger liability caps, and explicit non-commercial or personal-use restrictions. Use a EULA when you charge for the software; use freeware license terms when you do not.",{"vs":251,"vs_template_id":464,"summary":465},"software-license-agreement-D833","A B2B software license agreement is negotiated between two businesses, often with custom terms around SLAs, support obligations, data processing, and enterprise pricing. Freeware license terms are non-negotiated, click-wrap documents designed for mass distribution to an unlimited and unidentified user base. They are far shorter, grant fewer rights, and impose no obligations on the licensor regarding support or uptime.",{"vs":247,"vs_template_id":467,"summary":468},"saas-subscription-agreement-D12715","A SaaS subscription agreement covers cloud-hosted software accessed via a browser or API, with recurring billing, data processing terms, and service-level commitments. Freeware license terms cover locally installed software distributed at no cost, with no hosting obligations and no payment relationship. If your free product is delivered via the cloud rather than as a local install, a free-tier SaaS agreement is more appropriate than a freeware license.",{"vs":470,"vs_template_id":471,"summary":472},"Open Source Software License","","Open-source licenses (MIT, GPL, Apache) require source code disclosure and often mandate that derivative works carry the same license. Freeware license terms keep source code proprietary and prohibit modification and redistribution. If you intend to allow community contribution or derivative builds, an open-source license is the right instrument. If you need to protect your codebase while distributing binaries for free, freeware license terms are the correct choice.",{"use_template":474,"template_plus_review":478,"custom_drafted":482},{"best_for":475,"cost":476,"time":477},"Individual developers and small software companies releasing utilities or productivity tools to a general user base","Free","30–45 minutes",{"best_for":479,"cost":480,"time":481},"Companies with significant consumer user bases in the EU, software collecting personal data, or freeware tied to a commercial product strategy","$300–$800","2–5 business days",{"best_for":483,"cost":484,"time":485},"Enterprise software companies, regulated industries (healthcare, fintech), or developers distributing in multiple jurisdictions with complex data-collection requirements","$1,500–$5,000+","1–3 weeks",[487,492,497,502],{"code":488,"name":489,"flag_asset_id":490,"note":491},"us","United States","flag-us","US courts routinely uphold click-wrap freeware licenses under general contract principles. Warranty disclaimers must be conspicuous under UCC §2-316 — all-caps formatting is the accepted standard. Several states, including California and New York, have consumer-protection statutes that can override certain limitation-of-liability clauses for consumer users. The FTC Act prohibits deceptive data-collection disclosures, so the privacy clause must accurately describe what the software collects.",{"code":493,"name":494,"flag_asset_id":495,"note":496},"ca","Canada","flag-ca","Canadian courts apply a reasonableness standard to click-wrap licenses and have generally upheld them when acceptance is unambiguous. Quebec's Charter of the French Language requires software interfaces and license terms to be available in French for software distributed to Quebec consumers. PIPEDA (federally) and provincial privacy statutes (notably Quebec's Law 25) impose consent and disclosure requirements for any personal data collected — a referenced privacy policy is mandatory.",{"code":498,"name":499,"flag_asset_id":500,"note":501},"uk","United Kingdom","flag-uk","Post-Brexit UK law applies the UK GDPR and Data Protection Act 2018 to any software collecting personal data from UK users — the same practical compliance obligations as EU GDPR. The Unfair Terms in Consumer Contracts Regulations mean that broad liability exclusions in consumer-facing freeware licenses may be unenforceable if they are deemed unfair. The Consumer Rights Act 2015 implies a minimum standard of quality for digital content, including free software, that cannot be entirely disclaimed.",{"code":503,"name":504,"flag_asset_id":505,"note":506},"eu","European Union","flag-eu","The EU's GDPR applies to all software that processes personal data of EU residents, regardless of where the developer is located — a privacy policy and lawful basis for data collection are mandatory. The EU Unfair Contract Terms Directive limits the enforceability of warranty exclusions and liability caps in consumer contracts. The EU Software Directive grants users certain non-waivable rights, including the right to make a backup copy and to observe the software's functioning, which cannot be overridden by a freeware license.",[244,252,248,508,509,510,511,512,513,514,515,516],"non-disclosure-agreement-nda-D12692","website-terms-and-conditions-D13193","data-privacy-policy-D13465","custom-software-development-agreement-D787","intellectual-property-assignment-D5229","terms-of-service-agreement-D920","it-service-agreement-D13422","software-maintenance-agreement-D805","cease-and-desist-letter-D12916",{"emit_how_to":202,"emit_defined_term":202},{"primary_folder":98,"secondary_folder":519,"document_type":520,"industry":521,"business_stage":522,"tags":523,"confidence":529},"intellectual-property-and-licensing","agreement","software-and-technology","all-stages",[524,525,526,527,528],"intellectual-property","freeware-license","software-licensing","terms-and-conditions","liability-disclaimer",0.95,"\u003Ch2>What is a Freeware License Terms document?\u003C/h2>\n\u003Cp>\u003Cstrong>Freeware License Terms\u003C/strong> are a legally binding agreement between a software developer or publisher and any individual or organization that downloads, installs, or uses software distributed at no monetary cost. Despite the zero price, freeware remains the intellectual property of its creator — and without a license agreement, users have no defined legal right to use the software at all. The document grants a limited, non-exclusive right to use the software under specified conditions, while simultaneously prohibiting reverse engineering, unauthorized redistribution, and modification, disclaiming all warranties, capping the developer's liability, and confirming that copyright and all related IP rights remain with the licensor. Freeware license terms differ from open-source licenses in one fundamental respect: the source code stays proprietary, and no rights to modify or distribute derivative works are granted.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Releasing software without a license agreement is not the same as releasing it freely — it is releasing it into a legal vacuum. A user who receives software with no accompanying terms can reasonably argue they have an implied perpetual, irrevocable license to use it however they wish, including reverse engineering, repackaging, and redistribution. Without a warranty disclaimer, you may be exposed to product-liability claims when the software crashes, corrupts data, or behaves unexpectedly on an unsupported configuration. Without a limitation-of-liability clause, a single consequential-damages claim from a user whose business was disrupted by a bug in your free utility could exceed the revenue your entire product generates. Freeware license terms close all of these gaps in a single document — protecting your IP, capping your exposure, satisfying app store and platform distribution requirements, and giving you an enforceable mechanism to stop bad actors who redistribute or commercialize your work without permission. This template gives you a professionally structured starting point that covers every critical clause, formatted for click-wrap acceptance and ready for a lawyer review when your user base or data-collection practices make one worthwhile.\u003C/p>\n",1779808997137]