[{"data":1,"prerenderedAt":529},["ShallowReactive",2],{"document-licensee-oriented-software-license-agreement-D794":3},{"document":4,"label":21,"preview":11,"thumb":22,"thumb600":23,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":24,"breadcrumb":28,"related":36,"customDescModule":171,"customdescription":6,"mdFm":172,"mdProseHtml":528},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":20},"LICENSEE ORIENTED SOFTWARE LICENSE AGREEMENT This Licensee Oriented Software License Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Licensor\"), 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: [LICENSEE NAME] (the \"Licensee\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] NOW, THEREFORE, in consideration of the mutual promises set forth herein, Licensee and Licensor hereby agree as follows: License Software License Licensor hereby grants to Licensee a perpetual, irrevocable, non-exclusive license (the \"License\") to use the program supplied hereunder (the \"Program\") and other materials related thereto (the \"Documentation\", which collectively with the Program is referred to herein as the \"Software\"), subject to the terms and conditions hereinafter set forth in this Agreement and the schedules annexed to this Agreement (the \"Schedules''). License Fee and Payment As consideration for the License, Licensee will pay Licensor the amounts set forth in Schedule A annexed hereto pursuant to the terms stated therein. Licensed Software The Program The Program will consist of the modules or components, will perform the functions and will comply with the proposals and specifications identified or set forth on Schedule B annexed hereto. Licensor is required to deliver to Licensee the number of copies of the Program specified in Schedule B, which shall be contained on machine-readable media which can be read by the hardware on which the Program is to be run (the \"Hardware\"), as specified in Schedule C annexed hereto. Licensee will have the right, as part of the License granted herein, to make as many additional copies of the Program as it may deem necessary. Documentation The Documentation will consist of any and all operator's and user's manuals, training materials, guides, commentary, listings and other materials for use in conjunction with the Program, as set forth in Schedule B. Licensor is required to deliver to Licensee the number of copies of said Documentation as specified in Schedule B. Licensee will have the right, as part of the License granted herein, to make as many additional copies of the Documentation as it may deem necessary. Source Code The Program is deemed to include: its source code form; a compiler, or similar computer program which can convert the source code into the object code form of the Program; and the Documentation is deemed to include all relevant commentary, including explanation, flow charts, algorithm and subroutine descriptions, memory and overlay maps and other documentation of the source code (\"Commentary\"). Licensor is required to deliver to Licensee with the object code, the number of copies of the complete source code and compiler contained on machine readable media which can be read by the Hardware as is specified in Schedule B, as well as the number of copies of the complete listing of the source code and Commentary as specified in Schedule B. Licensee will have the right, as part of the License, to make as many additional machine readable or other copies of the source code, the listing thereof and Commentary for its own use as it may deem necessary. In the event of the dissolution, bankruptcy or insolvency of Licensor, Licensee shall own its copies of the Software. Source Code Escrow No later than the time of Licensor's delivery of the Program and Documentation to Licensee, as specified below, Licensor shall place in escrow a fully commented and documented copy of the source code form of the Program, a listing thereof and all relevant Commentary, of said copy of the source code, a listing thereof and Commentary to the Escrow Agent under the Software Deposit Agreement. If Licensor corrects any defects in, or provides any revision to, the Program under Section 7.2 hereof, or under any software maintenance agreement, Licensor shall simultaneously furnish the Escrow Agent with a corrected or revised copy of the source code form of the Program, a revised listing thereof, and revised Commentary. Operating Environment and Modifications Operating Environment The Program, and each module or component and function thereof, will be capable of operating fully and correctly on the Hardware and the operating system specified in Schedule C. The computer programming language in which the Program, as delivered, will be written, and any compiler or other computer program which, in addition to the operating system, must be present in order for the Program to function fully, are also specified in Schedule C. Unless expressly indicated in Schedule C, the addition or connection of other computer equipment to the Hardware will not adversely affect performance of the Program. The Documentation will in all cases be fully applicable to use of the Program on the Hardware and in conjunction with the operating system or other required programs set forth in Schedule C, if any, and will identify and reflect any particular features of any of same which may affect the normal use and operation of the Program. Conversion Licensor represents that the Program and Documentation are currently fully operational and being used on the configuration of Hardware and operating system and other required computer programs, if any, specified in Schedule C. After execution of this Agreement, Licensor shall promptly make any modifications to the Software called for by Schedule D annexed hereto and convert the program to run on the Hardware and operating system, and the program shall be written in the computer language specified in Schedule C. Custom Modifications Licensor shall make certain modifications to the Software, prior to delivery of same to Licensee, as specified in Schedule D. The Program and Documentation shall be deemed to include all such modifications for all purposes hereunder. The total separate charge for such modifications shall be payable as set forth in Schedule A. In the event the Software as modified hereunder is accepted, then Licensee shall be deemed the owner of such modifications and Licensor shall not distribute the Software with such modifications to any other party unless it first agrees to pay Licensee a reasonable royalty, pursuant to such other reasonable terms as the parties may agree upon. Delivery And Installation Delivery Within [NUMBER] days of the execution of this Agreement by Licensor, and upon no less than [NUMBER] days prior notice to Licensee, Licensor shall deliver to Licensee's premises set forth in Schedule E (the \"Site\"), the required number of copies of the object code form of the Program, together with the required number of copies of the source code, compiler, Commentary, listings and other Documentation. Upon at least [NUMBER] days notice to Licensor, Licensee may, at no cost, postpone the delivery of the Software to a mutually agreed upon date no more than [NUMBER] days thereafter. Licensor shall bear all freight, shipping and handling costs for such delivery of the Software and all risk of loss, including any insurance costs. If Licensor fails to make timely delivery of the Software as provided above, then Licensee may elect to cancel this Agreement and Licensor shall immediately refund all sums previously paid to it by Licensee hereunder. Program Installation and Acceptance Licensee shall install the Program on the Hardware as specified in Schedules C and E annexed hereto. Licensee shall conduct all of its own testing procedures on the Program as set forth in Schedule F annexed hereto. The successful completion of Licensee acceptance testing will be deemed Licensee's acceptance of the Program",null,"Licensee Oriented Software License Agreement","17",79,"doc","https://templates.business-in-a-box.com/imgs/1000px/licensee-oriented-software-license-agreement-D794.png","https://templates.business-in-a-box.com/imgs/250px/794.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#794.xml",{"title":6,"description":6},[16,19],{"label":17,"url":18},"Software & Technology","/templates/software-technology-business/",{"label":17,"url":18},"licensee oriented software license agreement","Licensee Oriented Software License Agreement Template","https://templates.business-in-a-box.com/imgs/400px/794.png","https://templates.business-in-a-box.com/imgs/600px/794.png",[25,16,19],{"label":26,"url":27},"Templates","/templates/",[29,30,33],{"label":26,"url":27},{"label":31,"url":32},"Legal Agreements","/templates/business-legal-agreements/",{"label":34,"url":35},"Intellectual Property & Licensing","/templates/intellectual-property-and-licensing/",[37,41,45,49,53,57,61,65,69,73,77,81,85,100,117,131,144,159],{"label":38,"url":39,"thumb":40,"extension":10},"Licensor Oriented Software License Agreement","/template/licensor-oriented-software-license-agreement-D795","https://templates.business-in-a-box.com/imgs/250px/795.png",{"label":42,"url":43,"thumb":44,"extension":10},"Vendor-Oriented Software License Agreement","/template/vendor-oriented-software-license-agreement-D816","https://templates.business-in-a-box.com/imgs/250px/816.png",{"label":46,"url":47,"thumb":48,"extension":10},"Software License Agreement","/template/software-license-agreement-D12928","https://templates.business-in-a-box.com/imgs/250px/12928.png",{"label":50,"url":51,"thumb":52,"extension":10},"SaaS Software License Agreement","/template/saas-software-license-agreement-D12860","https://templates.business-in-a-box.com/imgs/250px/12860.png",{"label":54,"url":55,"thumb":56,"extension":10},"License Agreement","/template/license-agreement-D1180","https://templates.business-in-a-box.com/imgs/250px/1180.png",{"label":58,"url":59,"thumb":60,"extension":10},"Software Development and License Agreement","/template/software-development-and-license-agreement-D801","https://templates.business-in-a-box.com/imgs/250px/801.png",{"label":62,"url":63,"thumb":64,"extension":10},"Trial Software License Agreement","/template/trial-software-license-agreement-D815","https://templates.business-in-a-box.com/imgs/250px/815.png",{"label":66,"url":67,"thumb":68,"extension":10},"API License Agreement","/template/api-license-agreement-D12726","https://templates.business-in-a-box.com/imgs/250px/12726.png",{"label":70,"url":71,"thumb":72,"extension":10},"Copyright License Agreement","/template/copyright-license-agreement-D12742","https://templates.business-in-a-box.com/imgs/250px/12742.png",{"label":74,"url":75,"thumb":76,"extension":10},"Manufacturing License Agreement","/template/manufacturing-license-agreement-D13844","https://templates.business-in-a-box.com/imgs/250px/13844.png",{"label":78,"url":79,"thumb":80,"extension":10},"SaaS License Agreement","/template/saas-license-agreement-D12858","https://templates.business-in-a-box.com/imgs/250px/12858.png",{"label":82,"url":83,"thumb":84,"extension":10},"Video License Agreement","/template/video-license-agreement-D12743","https://templates.business-in-a-box.com/imgs/250px/12743.png",{"description":86,"descriptionCustom":6,"label":87,"pages":88,"size":89,"extension":10,"preview":90,"thumb":91,"svgFrame":92,"seoMetadata":93,"parents":94,"keywords":98,"url":99},"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},[95,97],{"label":17,"url":96},"software-technology-business",{"label":17,"url":96},"custom software development agreement","/template/custom-software-development-agreement-D787",{"description":101,"descriptionCustom":6,"label":102,"pages":103,"size":104,"extension":10,"preview":105,"thumb":106,"svgFrame":107,"seoMetadata":108,"parents":110,"keywords":109,"url":116},"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",513,"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":109,"description":6},"non disclosure agreement nda",[111,113],{"label":31,"url":112},"business-legal-agreements",{"label":114,"url":115},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":118,"descriptionCustom":6,"label":119,"pages":120,"size":121,"extension":10,"preview":122,"thumb":123,"svgFrame":124,"seoMetadata":125,"parents":126,"keywords":129,"url":130},"SERVICE LEVEL AGREEMENT This Service Level Agreement (the Agreement\") is effective as of [DATE] (the \"Effective Date\"). BETWEEN: [YOUR COMPANY NAME] (the \"Service Provider\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [CLIENT NAME] (the \"Client\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] RECITALS This Agreement sets forth the terms and conditions under which Client will provide Service Provider with certain Equipment under bailment and Service Provider will provide certain support services to Client on specified Service Provider premises (hereinafter referred to as the \"Service Provider Network Location(s)\"). WHEREAS, Service Provider is desirous and capable of providing support services for certain Client-Provided Equipment which interconnects to Service Provider transmission services; and WHEREAS, Client desires to have the Equipment supported by Service Provider in a designated portion of certain Service Provider Network Location(s), as set forth in Exhibit A of this agreement (hereinafter referred to as the \"Location and Equipment Summary\"), which is attached hereto and made a part hereof; and WHEREAS, Client and Service Provider (hereinafter referred to cumulatively as the \"Parties\" and singularly as the \"Party\") have agreed on the terms which shall govern the bailment and support of the Equipment as set forth in Exhibit B of this agreement (hereinafter referred to as the \"Statement of Work\"), which is attached hereto and made a part hereof, and as set forth in Exhibit C of this agreement (hereinafter referred to as the \"Non-Recurring and Monthly Recurring Pricing Summary\"), which is attached hereto and made a part hereof; NOW, THEREFORE, in consideration of the mutual agreements and promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: UNDERTAKINGS Client will provide for the inside delivery of the Equipment at the Service Provider Network Location(s) as specified in the Location and Equipment Summary with proper and timely notification as specified in the Statement of Work. Client will install the Equipment at the Service Provider Network Location(s) as specified in the Location and Equipment Summary in accordance with Service Provider and Industry standards and practices as specified in the Statement of Work. Service Provider will connect the Equipment to Service Provider services at the Service Provider Network Location(s) as specified in the Location and Equipment Summary in accordance with Service Provider standards and practices as specified in the Statement of Work. Service Provider will hold the Equipment in bailment for use only at the Service Provider Network Location(s) as specified in the Location and Equipment Summary and only for the purposes contemplated herein. During the term of the bailment, Service Provider shall provide space, power, testing, environment and other support services for the Equipment as set forth in the Statement of Work and Service Provider shall have no other responsibility for the Equipment. Client shall cooperate fully with Service Provider in the provision of these support services and agrees to perform those activities identified as Client Responsibilities in the Statement of Work. TERM AND TERMINATION The initial term of this Agreement shall commence on the [DATE], shall continue for a period of [NUMBER] years, and then shall terminate on [DATE]. This Agreement is binding when executed by Client and subsequently accepted by Service Provider and once accepted by Service Provider, the rates and charges provided in this Agreement will be effective from the first day of the next billing cycle following Client's signature date (the \"Effective Date\"). Either Party may terminate this Agreement following the giving of [NUMBER] calendar days prior written notice of termination to the other Party. If Client terminates this Agreement prior to the expiration of the initial [NUMBER] year term, Client will pay Service Provider, in addition to all other charges due, per Service Provider Network Location, which amount shall represent liquidated damages that Client agrees are reasonable. Client shall remove its Equipment from the Service Provider Network Location(s) within [NUMBER] calendar days of the termination of this Agreement and, if Client fails to do so, Service Provider may itself remove the Equipment and store the same at Client's expense and at Client's sole risk. Any expenditure by Service Provider for the removal and storage of the Equipment shall bear interest at the lesser of [%] per annum or the maximum rate permitted by law. The rights and duties in Article D, \"Warranty and Liability\" shall survive the termination of this Agreement. FINANCIAL PROVISIONS Client shall pay Service Provider a non-recurring fee for Site Preparation, Additional AC or DC Power Circuits and Circuit Interconnection at each of the Service Provider Network Location(s) as set forth in the Non-Recurring and Monthly Recurring Pricing Summary. Client shall pay Service Provider on a monthly recurring basis for Location Management Fee(s), an Uninterruptable Power Supply (UPS) for [115V OR OTHER] AC Power Circuits and for Service Provider First-Level Maintenance Support at each of the Service Provider Network Location(s) as set forth in the Non-Recurring and Monthly Recurring Pricing Summary. Client shall pay Service Provider a one time charge of [AMOUNT per circuit when, at the Client's request, Service Provider provided cabling is added, moved or changed after the initial Site Preparation work listed in the Equipment and Location Summary is completed by Service Provider. This charge is in addition to any other charges specified in the applicable tariff or contract from the entity from which the facility or service is obtained. For equipment moves made pursuant to Client's request, Client shall pay for each unit of Equipment this is moved to a different location within the same Service Provider Network Location after the initial Site Preparation work listed in the Equipment and Location Summary is completed by Service Provider. Client shall pay directly or reimburse Service Provider, as applicable, for all taxes, duties, and similar liabilities which may result from this Agreement, or any support services specified hereunder, exclusive of taxes based on Service Provider's net income. All invoices shall be due and payable in [CURRENCY] within [NUMBER] calendar days upon receipt as set forth in the Non-Recurring and Monthly Recurring Pricing Summary. WARRANTY AND LIABILITY Service Provider warrants that its undertakings hereunder shall be performed in a professional and workmanlike manner and that it will provide Support Services in accordance with this Agreement. NO OTHER WARRANTIES ARE EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANYWARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Client warrants that it has the unrestricted right to place the Equipment at Service Provider's Location(s) listed in the Location and Equipment Summary for the term of this Agreement. Except as otherwise set forth herein, neither Party shall be deemed negligent, at fault or liable in any respect to the other for any delay, interruption or failure in performance hereunder resulting from fire, flood, water, the elements, explosions, acts of God, war, accidents, labor disputes, strikes, shortages of equipment or suppliers, unavailability of transportation or other cause beyond the reasonable control of the Party delayed or prevented from performing.","Service Level Agreement","12",89,"https://templates.business-in-a-box.com/imgs/1000px/service-level-agreement-D778.png","https://templates.business-in-a-box.com/imgs/250px/778.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#778.xml",{"title":6,"description":6},[127,128],{"label":17,"url":96},{"label":17,"url":96},"service level agreement","/template/service-level-agreement-D778",{"description":132,"descriptionCustom":6,"label":133,"pages":134,"size":104,"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","7","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":31,"url":112},{"label":31,"url":112},"/template/master-service-agreement-D12657",{"description":145,"descriptionCustom":6,"label":146,"pages":147,"size":148,"extension":10,"preview":149,"thumb":150,"svgFrame":151,"seoMetadata":152,"parents":153,"keywords":157,"url":158},"INDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor Agreement (\"Agreement\") is made and effective [Date], BETWEEN: [INDEPENDENT CONTRACTOR NAME] (the \"Independent Contractor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS Independent Contractor is engaged in providing [Describe] business services, its Employer Tax I.D. Number is [Insert], and its Business License Number is [insert]. Independent Contractor has complied with all Federal, State, and local laws regarding business permits, sales permits, licenses, reporting requirements, tax withholding requirements, and other legal requirements of any kind that may be required to carry out said business and the Scope of Work which is to be performed as an Independent Contractor pursuant to this Agreement. Independent Contractor is or remains open to conducting similar tasks or activities for clients other than the Company and holds themselves out to the public to be a separate business entity. Company desires to engage and contract for the services of the Independent Contractor to perform certain tasks as set forth below. Independent Contractor desires to enter into this Agreement and perform as an independent contractor for the company and is willing to do so on the terms and conditions set forth below. NOW, THEREFORE, in consideration of the above recitals and the mutual promises and conditions contained in this Agreement, the Parties agree as follows: TERMS This Agreement shall be effective commencing [Date], and shall continue until terminated at the completion of the Scope of Work which shall occur no later than [Date] or by either party as otherwise provided herein. STATUS OF INDEPENDENT CONTRACTOR This Agreement does not constitute a hiring by either party. It is the parties intentions that Independent Contractor shall have an independent contractor status and not be an employee for any purposes, including, but not limited to, [laws]. Independent Contractor shall retain sole and absolute discretion in the manner and means of carrying out their activities and responsibilities under this Agreement. This Agreement shall not be considered or construed to be a partnership or joint venture, and the Company shall not be liable for any obligations incurred by Independent Contractor unless specifically authorized in writing. Independent Contractor shall not act as an agent of the Company, ostensibly or otherwise, nor bind the Company in any manner, unless specifically authorized to do so in writing. TASKS, DUTIES, AND SCOPE OF WORK Independent Contractor agrees to devote as much time, attention, and energy as necessary to complete or achieve the following: [Describe]. The above to be referred to in this Agreement as the \"Scope of Work\". It is expected that the Scope of Work will completed by [Date]. Independent Contractor shall additionally perform any and all tasks and duties associated with the Scope of Work set forth above, including but not limited to, work being performed already or related change orders. Independent Contractor shall not be entitled to engage in any activities which are not expressly set forth by this Agreement. The books and records related to the Scope of Work set forth in this Agreement shall be maintained by the Independent Contractor at the Independent Contractor's principal place of business and open to inspection by Company during regular working hours. Documents to which Company will be entitled to inspect include, but are not limited to, any and all contract documents, change orders/purchase orders and work authorized by Independent Contractor or Company on existing or potential projects related to this Agreement. Independent Contractor shall be responsible to the management and directors of Company, but Independent Contractor will not be required to follow or establish a regular or daily work schedule. Supply all necessary equipment, materials and supplies. Independent Contractor will not rely on the equipment or offices of Company for completion of tasks and duties set forth pursuant to this Agreement. Any advice given Independent Contractors regarding the scope of work shall be considered a suggestion only, not an instruction. Company retains the right to inspect, stop, or alter the work of Independent Contractor to assure its conformity with this Agreement. ASSURANCE OF SERVICES Independent Contractor will assure that the following individuals (the \"Key Employees\") will be available to perform, and will perform, the Services hereunder until they are completed (identify by title and name as applicable): [Name of Key Employee, Title] [Name of Key Employee, Title] The Key Employees may be changed only with the prior written approval of the Company, which approval shall not be unreasonably withheld. COMPENSATION Independent Contractor shall be entitled to compensation for performing those tasks and duties related to the Scope of Work as follows: [Describe] Such compensation shall become due and payable to Independent Contractor in the following time, place, and manner: [Describe] NOTICE CONCERNING WITHHOLDING OF TAXES Independent Contractor recognizes and understands that it will receive a [specify tax] statement and related tax statements, and will be required to file corporate and/or individual tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law. Independent Contractor hereby promises and agrees to indemnify the Company for any damages or expenses, including attorney's fees, and legal expenses, incurred by the Company as a result of independent contractor's failure to make such required payments. AGREEMENT TO WAIVE RIGHTS TO BENEFITS Independent Contractor hereby waives and foregoes the right to receive any benefits given by Company to its regular employees, including, but not limited to, health benefits, vacation and sick leave benefits, profit sharing plans, etc. This waiver is applicable to all non-salary benefits which might otherwise be found to accrue to the Independent Contractor by virtue of their services to Company, and is effective for the entire duration of Independent Contractor's agreement with Company. This waiver is effective independently of Independent Contractor's employment status as adjudged for taxation purposes or for any other purpose. Neither this Agreement, nor any duties or obligations under this Agreement may be assigned by either party without the consent of the other. TERMINATION This Agreement may be terminated prior to the completion or achievement of the Scope of Work by either party giving [number] days written notice. Such termination shall not prejudice any other remedy to which the terminating party may be entitled, either by law, in equity, or under this Agreement. NON-DISCLOSURE OF TRADE SECRETS, CUSTOMER LISTS AND OTHER PROPRIETARY INFORMATION Independent Contractor agrees not to disclose or communicate, in any manner, either during or after Independent Contractor's agreement with Company, information about Company, its operations, clientele, or any other information, that relate to the business of Company including, but not limited to, the names of its customers, its marketing strategies, operations, or any other information of any kind which would be deemed confidential, a trade secret, a customer list, or other form of proprietary information of Company. Independent Contractor acknowledges that the above information is material and confidential and that it affects the profitability of Company. ","Independent Contractor Agreement","6",62,"https://templates.business-in-a-box.com/imgs/1000px/independent-contractor-agreement-D160.png","https://templates.business-in-a-box.com/imgs/250px/160.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#160.xml",{"title":6,"description":6},[154],{"label":155,"url":156},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",{"description":160,"descriptionCustom":6,"label":161,"pages":134,"size":104,"extension":10,"preview":162,"thumb":163,"svgFrame":164,"seoMetadata":165,"parents":167,"keywords":166,"url":170},"SAAS AGREEMENT This Software-as-a-Service Agreement (SaaS) (\"Agreement\") is made and effective the [DATE], BETWEEN: [COMPANY NAME], (the \"Customer\"), a corporation organized and existing under the laws of [STATE], with its head office located at: [COMPLETE ADDRESS] AND: [COMPANY NAME], (the \"Provider\"), a corporation organized and existing under the laws of [STATE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, The Customer is granted a license to use the Software, subject to a set of limitations and restrictions. WHEREAS, The Provider undertakes to provide high-performance Software while committing to comply with certain requirements relating to the maintenance of the Software. In consideration of the terms of this agreement, and other valuable consideration, the parties agree as follows: DEFINITION \"Administrator User\" means each Customer employee designated by Customer to serve as technical administrator of the SaaS Services on Customer's behalf. Each Administrator User must complete training and qualification requirements reasonably required by [PROVIDER NAME]. \"Confidential Information\" means any information disclosed by a party to the other party, directly or indirectly, which could be in orally or written (graphic, machine-readable or other tangible form], is marked as \"confidential\" or \"proprietary\". \"Host\" means the computer equipment on which the Software is installed, which is owned and operated by [PROVIDER NAME] or its subcontractors. \"Maintenance Services\" means the support and maintenance services provided by [PROVIDER NAME] to Customer pursuant to this SaaS Agreement. \"Software\" means the object code version of any Software to which Customer is provided access as part of the Service, including any updates or new versions. \"SaaS Services\" refer to the specific [PROVIDER NAME]'s internet-accessible service identified in a Schedule that provides use of [PROVIDER NAME]'s identity/access management Software that is hosted by [PROVIDER NAME] or its services provider and made available to Customer over a network on a term-use basis. SERVICE The Provider hereby grants the Customer, including all authorized users of the Customer, a non-exclusive, non-sublicensable, non-assignable, royalty-free, worldwide license to access and use the service (the \"Service\") solely for the internal business operations of the Customer in accordance with the terms of this Agreement and the Provider's online terms of use. TERM AND TERMINATION The term of this Agreement shall begin on the Effective Date and shall end [SPECIFY]. PAYMENT TERM [SPECIFY] is sold as a Software-as-a-Service (SaaS) and requires Clients to have a valid membership subscription. We accept payments with Credit Cards and Visa and Mastercard Debit Cards [OR SPECIFY]. Your subscription will renew automatically at the end of the subscription term unless you opt-out from automatic renewal or cancel your membership. You can update your payment method, manage your subscription, or cancel at any time by visiting the Billing page under your user account. By purchasing this software, you agreed to enroll in our automatic renewal service. This keeps your products up and running, automatically charging then-current renewal fees to your payment method on file, with no further action on your part. Account cancellation policy: Once a user submits a request for cancellation, no additional charges will be made. However, no refunds are provided upon cancellation. If you cancel before an upcoming renewal date, you will have access to your Account through the end of the then-current year. Cancellation of automatic renewal: Annual subscriptions purchased will renew automatically at the end of the term. Your credit card is charged at the end of each subscription period and a renewal confirmation notice is sent to the account administrator's email address. Notifications of upcoming renewal is sent to the account administrator's email address 30 days and 10 days before renewal. If the you wish to turn off the automated renewal, you can do so any time from your online account under My Account/Billing. Free trial: [COMPANY NAME] offers a free trial version for [SPECIFY]. We do not request credit card information when signing up to the free trial. The free trial allows anyone to view the whole content of the software. The free trial, however, does not allow you to Download, Export, Print or to Cut/Copy/Paste/Save. You need to purchase and activate the software in order to be able to fully download and use the product. Failed renewal & account suspension: If your credit card on file is closed or expired, or if for any reason, a charge is rejected, you will be requested to update your Billing Information and supply a new payment to keep your account active. If a charge is rejected, your access to the [COMPANY NAME] software will be suspended until you update your account information and the payment is successful. CUSTOMER'S RESPONSIBILITIES Customer shall provide commercially reasonable information and assistance to [PROVIDER NAME] to enable [PROVIDER NAME] to deliver the SaaS Services. Customer acknowledges that [PROVIDER NAME] 's ability to deliver the SaaS Services in the manner provided in this SaaS Agreement may depend upon the accuracy and timeliness of such information and assistance. Customer shall comply with all applicable local, state, national and foreign laws in connection with its use of the SaaS Services, including those laws related to data privacy, international communications, and the transmission of technical or personal data. Customer acknowledges that [PROVIDER NAME] exercises no control over the content of the information transmitted by Customer through the SaaS Services. Customer shall not upload, post, reproduce or distribute any information, Software or other material protected by copyright, privacy rights, or any other intellectual property right without first obtaining the permission of the owner of such rights. Customer shall be solely responsible for the acts and omissions of its Administrator Users. [PROVIDER NAME] shall not be liable for any loss of data or functionality caused directly or indirectly by the Administrator Users. Subject to the terms and conditions of this SaaS Agreement, Customer shall grant to [PROVIDER NAME] a limited, non-exclusive and non-transferable license, to copy, store, configure, perform, display and transmit Customer Content solely as necessary to provide the SaaS Services to Customer Customer shall: Notify [PROVIDER NAME] immediately of any unauthorized use of any password or user id or any other known or suspected breach of security, Report to [PROVIDER NAME] immediately and use reasonable efforts to stop any unauthorized use of the SaaS Services that is known or suspected by Customer, and Not provide false identity information to gain access to or use the SaaS Services. Customer is solely responsible for collecting, in putting and updating all Customer Content stored on the Host, and for ensuring that the Customer Content does not Include anything that actually or potentially infringes or misappropriates the copyright, trade secret, trademark or other intellectual property right of any third party, or Contain anything that is obscene, defamatory, harassing, offensive or malicious. limitationS of the license The Hosted Services may only be used by the officers, employees, agents and subcontractors of the Customer; The Hosted Services may only be used by the named users identified The Hosted Services must not be used at any point in time by more than the number of concurrent users specified in section.","SaaS Agreement","https://templates.business-in-a-box.com/imgs/1000px/saas-agreement-D12704.png","https://templates.business-in-a-box.com/imgs/250px/12704.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12704.xml",{"title":166,"description":6},"saas agreement",[168,169],{"label":31,"url":112},{"label":31,"url":112},"/template/saas-agreement-D12704",false,{"seo":173,"reviewer":184,"quick_facts":188,"at_a_glance":191,"personas":195,"variants":220,"glossary":247,"clauses":284,"how_to_fill":335,"common_mistakes":376,"faqs":401,"industries":432,"comparisons":457,"diy_vs_lawyer":471,"jurisdictions":484,"related_template_ids_curated":505,"schema":515,"classification":516},{"meta_title":174,"meta_description":175,"primary_keyword":20,"secondary_keywords":176},"Licensee Oriented Software License Agreement Template (Free Word)","Free licensee-oriented software license agreement template. Covers usage rights, warranties, liability caps, source code access, and termination. Free Word and PDF download.",[177,178,179,180,181,182,183],"software license agreement word","software license agreement free download","end user software license template","software licensing contract template","software use rights agreement","licensee software agreement template","software license terms template",{"name":185,"credential":186,"reviewed_date":187},"Bruno Goulet","CEO, Business in a Box","2026-05-02",{"difficulty":189,"legal_review_recommended":190,"signature_required":190},"advanced",true,{"what_it_is":192,"when_you_need_it":193,"whats_inside":194},"A Licensee Oriented Software License Agreement is a binding contract between a software licensor and a licensee that defines the scope, conditions, and protections governing the licensee's right to use the software. Unlike standard vendor-drafted licenses that heavily favor the licensor, this template is drafted to maximize licensee protections — broader usage rights, stronger warranty language, meaningful liability caps, and clear source code escrow provisions. This free Word download gives licensees a balanced starting point for negotiating software procurement contracts.\n","Use it when your organization is procuring commercial or custom software and you want to negotiate from a licensee-favorable position rather than accepting the vendor's standard terms. It is particularly important when the software is mission-critical, the license fee is material, or the vendor's default agreement strips the licensee of audit rights, warranties, and meaningful remedies.\n","Grant of license and permitted use, restrictions and authorized users, delivery and acceptance testing, warranty and fitness obligations on the licensor, limitation of liability favoring the licensee, intellectual property ownership and escrow, confidentiality, term and termination rights, and governing law.\n",[196,200,204,208,212,216],{"title":197,"use_case":198,"icon_asset_id":199},"Corporate IT procurement teams","Negotiating enterprise software contracts with favorable SLA and warranty terms","persona-it-procurement",{"title":201,"use_case":202,"icon_asset_id":203},"In-house legal counsel","Reviewing and redlining vendor-drafted software licenses to protect the organization","persona-inhouse-counsel",{"title":205,"use_case":206,"icon_asset_id":207},"CFOs and finance directors","Ensuring material software purchases include audit rights and cost-overrun protections","persona-cfo",{"title":209,"use_case":210,"icon_asset_id":211},"Startup CTOs","Procuring third-party software dependencies with clear IP ownership and escrow provisions","persona-cto",{"title":213,"use_case":214,"icon_asset_id":215},"Operations directors","Formalizing terms for business-critical SaaS or on-premise tools used across departments","persona-operations-director",{"title":217,"use_case":218,"icon_asset_id":219},"Government and public sector procurement officers","Meeting statutory procurement requirements for software used in public services","persona-government-procurement",[221,225,229,232,236,240,244],{"situation":222,"recommended_template":223,"slug":224},"Procuring a SaaS platform on a subscription basis","SaaS Subscription Agreement (Licensee Oriented)","licensee-oriented-software-license-agreement-D794",{"situation":226,"recommended_template":227,"slug":228},"Engaging a developer to build custom software for your organization","Software Development Agreement","custom-software-development-agreement-D787",{"situation":230,"recommended_template":38,"slug":231},"Licensing software you own to a third party","licensor-oriented-software-license-agreement-D795",{"situation":233,"recommended_template":234,"slug":235},"Granting an open-source or community-use license","Open Source Software License Agreement","source-code-license-agreement-D807",{"situation":237,"recommended_template":238,"slug":239},"Reselling or sublicensing software to end customers","Software Reseller Agreement","software-distribution-agreement-D804",{"situation":241,"recommended_template":242,"slug":243},"Embedding third-party software components in your own product","OEM Software License Agreement","software-license-agreement-D12928",{"situation":245,"recommended_template":246,"slug":235},"Licensing software with source code access and modification rights","Source Code License Agreement",[248,251,254,257,260,263,266,269,272,275,278,281],{"term":249,"definition":250},"License Grant","The contractual clause that defines the specific rights the licensee receives to install, use, copy, or modify the software.",{"term":252,"definition":253},"Authorized Users","The employees, contractors, or entities explicitly permitted under the agreement to access and use the licensed software.",{"term":255,"definition":256},"Acceptance Testing","A defined process by which the licensee evaluates whether the delivered software meets agreed functional specifications before final acceptance and payment.",{"term":258,"definition":259},"Source Code Escrow","An arrangement where a neutral third party holds the software's source code and releases it to the licensee if the licensor becomes insolvent or fails to maintain the software.",{"term":261,"definition":262},"Limitation of Liability","A clause capping the maximum financial exposure of one or both parties — in a licensee-oriented agreement, this cap is structured to protect the licensee from disproportionate liability.",{"term":264,"definition":265},"Intellectual Property Indemnity","A licensor obligation to defend and compensate the licensee if a third party claims the software infringes their intellectual property rights.",{"term":267,"definition":268},"Perpetual License","A license that grants the right to use the software indefinitely, rather than for a defined subscription term, typically in exchange for an upfront fee.",{"term":270,"definition":271},"Warranty of Fitness","A representation by the licensor that the software will perform in accordance with its documentation and be fit for the licensee's stated business purpose.",{"term":273,"definition":274},"Audit Rights","The licensee's contractual right to inspect the licensor's records or systems to verify compliance, billing accuracy, or software performance.",{"term":276,"definition":277},"Escrow Release Trigger","A specific event — such as licensor insolvency, acquisition, or failure to maintain — that causes the escrow agent to release source code to the licensee.",{"term":279,"definition":280},"Sublicense","The right to grant a third party the same or narrower usage rights than those received under the primary license — typically restricted in vendor-drafted agreements.",{"term":282,"definition":283},"Service Level Agreement (SLA)","A contractual commitment specifying minimum performance standards for the software, such as uptime percentage, response times, and remedies for failure to meet them.",[285,290,295,300,305,310,315,320,325,330],{"name":286,"plain_english":287,"sample_language":288,"common_mistake":289},"License grant and scope of use","Defines exactly what the licensee may do with the software — install on specific hardware, deploy across named entities, copy for backup purposes, and integrate with other systems.","[LICENSOR NAME] hereby grants to [LICENSEE NAME] a non-exclusive, [perpetual / term], worldwide license to install, access, and use the Software solely for [LICENSEE NAME]'s internal business operations by up to [NUMBER] Authorized Users.","Accepting a license scope limited to a single named legal entity when the licensee operates through subsidiaries or affiliates — usage by any related entity becomes a breach, creating unexpected compliance exposure.",{"name":291,"plain_english":292,"sample_language":293,"common_mistake":294},"Authorized users and access controls","Identifies who may access the software, how access is provisioned, and what happens if the number of users expands beyond the contracted limit.","'Authorized Users' means employees and contractors of [LICENSEE NAME] and its Affiliates who are granted access credentials. Licensee may add Authorized Users upon written notice to Licensor, subject to the fee schedule in Schedule B.","Defining authorized users narrowly as full-time employees only — contractors, consultants, and affiliate staff who routinely need access are excluded, creating inadvertent license violations.",{"name":296,"plain_english":297,"sample_language":298,"common_mistake":299},"Delivery and acceptance testing","Sets out the delivery timeline, the acceptance testing period the licensee has to evaluate the software against agreed specifications, and the right to reject or request remediation.","Licensor shall deliver the Software to Licensee by [DELIVERY DATE]. Licensee shall have [30] days following delivery to conduct acceptance testing. If the Software fails to meet the Specifications, Licensee shall notify Licensor in writing and Licensor shall remedy all defects within [15] business days.","Omitting a defined acceptance period and deemed-acceptance clause — without it, payment obligations may trigger before the licensee has verified the software meets functional requirements.",{"name":301,"plain_english":302,"sample_language":303,"common_mistake":304},"Licensor warranties and fitness obligations","Requires the licensor to warrant that the software will perform materially in accordance with documentation, is free of malicious code, and does not infringe third-party intellectual property.","Licensor warrants that: (a) the Software will perform materially in accordance with the Documentation for [12] months following acceptance; (b) the Software does not contain any Malicious Code; and (c) the Software does not, to Licensor's knowledge, infringe any third-party intellectual property rights.","Accepting a license with an 'as-is' warranty disclaimer. In a licensee-oriented agreement, the licensor should bear the risk that the software works as described — 'as-is' clauses shift that risk entirely to the licensee.",{"name":306,"plain_english":307,"sample_language":308,"common_mistake":309},"Intellectual property ownership and indemnity","Confirms the licensor retains ownership of the software's IP while requiring the licensor to defend and indemnify the licensee against third-party IP infringement claims arising from use of the software.","Licensor shall, at its own expense, defend Licensee against any third-party claim that the Software infringes a patent, copyright, or trade secret, and shall indemnify Licensee for damages and costs finally awarded, provided Licensee gives Licensor prompt notice and reasonable cooperation.","Accepting IP indemnity that is conditioned on the licensee having made no modifications whatsoever — most enterprise deployments involve configuration or integration that voids indemnity under this language.",{"name":311,"plain_english":312,"sample_language":313,"common_mistake":314},"Limitation of liability (licensee-favorable)","Caps the licensor's liability at a meaningful amount — typically 12 months of license fees paid — and carves out uncapped liability for IP infringement, data breaches, fraud, and gross negligence.","Licensor's total liability to Licensee shall not exceed the greater of (a) fees paid by Licensee in the [12] months preceding the claim, or (b) $[MINIMUM FLOOR]. The foregoing cap shall not apply to: IP indemnity obligations, breaches of confidentiality, gross negligence, or willful misconduct.","Accepting a mutual cap that limits both parties equally — the licensor collects a modest fee and faces capped liability, while the licensee's business disruption from a software failure can far exceed the cap.",{"name":316,"plain_english":317,"sample_language":318,"common_mistake":319},"Source code escrow","Requires the licensor to deposit current source code with a neutral escrow agent and grants the licensee the right to access it upon defined trigger events such as licensor insolvency or material support failure.","Within [30] days of execution, Licensor shall deposit the Software's source code with [ESCROW AGENT NAME] under an escrow agreement naming Licensee as beneficiary. Escrow Release Triggers include: (a) Licensor insolvency or bankruptcy; (b) Licensor's acquisition resulting in discontinuation of support; (c) Licensor's failure to provide maintenance for [60] consecutive days.","Agreeing to escrow in principle but failing to name a specific escrow agent or define release triggers — without these details, the escrow provision is unenforceable as a practical matter.",{"name":321,"plain_english":322,"sample_language":323,"common_mistake":324},"Confidentiality obligations","Requires both parties to protect each other's confidential information, with specific carve-outs for publicly available information, independently developed materials, and legally compelled disclosure.","Each party shall protect the other's Confidential Information with at least the same degree of care it uses for its own confidential information, but no less than reasonable care, and shall not disclose it to third parties without prior written consent. This obligation survives termination for [5] years.","Accepting a mutual confidentiality clause that treats the licensee's business data and the licensor's source code as equivalent — the licensee's operational data warrants stronger protection given GDPR and data-residency obligations.",{"name":326,"plain_english":327,"sample_language":328,"common_mistake":329},"Term, termination, and wind-down rights","Sets the license term, the conditions under which either party may terminate, and critically, the licensee's right to a reasonable wind-down period and data export before access is cut off.","This Agreement commences on [START DATE] and continues for [TERM]. Either party may terminate for material breach upon [30] days' written notice if the breach is not cured. Upon termination, Licensor shall provide Licensee a [90]-day wind-down period during which Licensee may continue to access the Software and export all Licensee Data.","No wind-down period on termination — vendors who can immediately disable access to mission-critical software hold significant leverage in any dispute, even a dispute they caused.",{"name":331,"plain_english":332,"sample_language":333,"common_mistake":334},"Governing law and dispute resolution","Specifies the jurisdiction whose law governs the agreement and the process for resolving disputes — typically the licensee's home jurisdiction, with mediation before arbitration or litigation.","This Agreement is governed by the laws of [LICENSEE JURISDICTION], without regard to conflict-of-laws rules. Disputes shall first be submitted to non-binding mediation administered by [MEDIATOR / INSTITUTION]. If not resolved within [30] days, disputes shall be resolved by binding arbitration in [CITY], except claims for injunctive relief.","Accepting the licensor's home jurisdiction as governing law without negotiation — this forces a licensee in a dispute to litigate under unfamiliar law, in a distant forum, at significantly higher cost.",[336,341,346,351,356,361,366,371],{"step":337,"title":338,"description":339,"tip":340},1,"Identify the parties and the software precisely","Enter the full legal names of the licensor and licensee entities, including jurisdiction of incorporation. Attach a Schedule A that describes the software by name, version, and functional scope — vague descriptions create scope disputes.","Include a brief functional description of what the software is expected to do, not just its product name — this anchors the warranty and acceptance testing clauses.",{"step":342,"title":343,"description":344,"tip":345},2,"Define the license scope and authorized users","Specify whether the license is perpetual or term-based, the permitted deployment model (on-premise, cloud-hosted, hybrid), the geographic territory, and the category and number of authorized users including affiliates and contractors.","If your organization expects to grow, negotiate a user band rather than a fixed seat count — e.g., 'up to 250 Authorized Users' rather than '50 named users,' to avoid renegotiation as headcount grows.",{"step":347,"title":348,"description":349,"tip":350},3,"Set the delivery timeline and acceptance testing window","Enter the agreed delivery date and the number of days the licensee has to test the software against the documented specifications. Specify what happens if tests fail — remediation timeline, escalation steps, and the licensee's right to reject.","30 days is a standard acceptance window; for complex enterprise deployments, negotiate 45–60 days and document the acceptance criteria in a separate Schedule B.",{"step":352,"title":353,"description":354,"tip":355},4,"Draft warranty and fitness language","Complete the warranty clause to cover: performance in accordance with documentation for at least 12 months, absence of malicious code, and non-infringement of third-party IP. Ensure the 'as-is' disclaimer is removed or narrowed.","If the licensor insists on limiting warranty to 90 days, negotiate an extended maintenance and support obligation that effectively provides ongoing fitness assurance beyond the warranty period.",{"step":357,"title":358,"description":359,"tip":360},5,"Negotiate and enter the liability cap and carve-outs","Set the licensor's liability cap at a minimum of 12 months of fees paid. List the uncapped carve-outs: IP indemnity, confidentiality breaches, fraud, and gross negligence. Confirm the cap is one-directional or asymmetric in the licensee's favor.","If annual fees are low, negotiate a hard-floor dollar amount for the cap — e.g., 'the greater of fees paid in 12 months or $50,000' — so the cap is meaningful even in year one.",{"step":362,"title":363,"description":364,"tip":365},6,"Complete the source code escrow details","Name the specific escrow agent, the deposit schedule (initial deposit plus updates at each new version release), and all release triggers. Both parties must sign a separate three-party escrow agreement with the agent.","Iron Mountain and Escrow Associates are widely used escrow agents with standard addenda — using a recognized agent reduces negotiation time and gives both parties comfort.",{"step":367,"title":368,"description":369,"tip":370},7,"Finalize termination, wind-down, and data export terms","Enter the notice period for cure (30 days is standard), the wind-down period post-termination (90 days minimum for mission-critical software), and the licensee's right to receive a complete export of all licensee data in a standard machine-readable format.","For SaaS deployments, specify the data export format explicitly — CSV, JSON, or XML — to prevent the licensor from providing data in a proprietary format that requires additional paid tools to use.",{"step":372,"title":373,"description":374,"tip":375},8,"Confirm governing law is the licensee's jurisdiction","Set the governing law to the state or country where the licensee is headquartered or primarily operates. Confirm the dispute resolution mechanism — mediation then arbitration is typical — and the seat of arbitration.","If the licensor is in a different country, consider an international arbitration institution (ICC or AAA-ICDR) with a neutral seat rather than either party's home courts.",[377,381,385,389,393,397],{"mistake":378,"why_it_matters":379,"fix":380},"Accepting an 'as-is' warranty disclaimer","An as-is clause shifts all risk of software defects, performance failures, and fitness-for-purpose entirely to the licensee — meaning the licensor bears no liability if the software simply does not work as described.","Require an express warranty that the software will perform materially in accordance with its documentation for at least 12 months post-acceptance, and that it is free of malicious code and known security vulnerabilities.",{"mistake":382,"why_it_matters":383,"fix":384},"Omitting source code escrow entirely","If the licensor becomes insolvent, is acquired, or ceases maintenance, the licensee loses access to a mission-critical system with no ability to self-support or migrate — potentially halting business operations indefinitely.","Include a source code escrow clause with a named escrow agent, a defined initial deposit deadline, update obligations at each new release, and specific release triggers covering insolvency, acquisition, and support failure.",{"mistake":386,"why_it_matters":387,"fix":388},"No defined wind-down period on termination","Without a contractual wind-down period, the licensor can disable access immediately upon termination — even a termination the licensor initiated — leaving the licensee unable to operate or export data.","Negotiate a minimum 90-day wind-down period post-termination during which the licensee retains read access, can export all data, and can complete any in-flight business processes.",{"mistake":390,"why_it_matters":391,"fix":392},"Accepting the licensor's jurisdiction as governing law","A licensee forced to litigate under the licensor's home law — in a distant jurisdiction — faces significantly higher legal costs and procedural disadvantages, which often effectively prevents enforcement of valid claims.","Negotiate governing law to be the licensee's home jurisdiction, or agree on a neutral jurisdiction with well-developed commercial contract law such as Delaware, New York, or England and Wales.",{"mistake":394,"why_it_matters":395,"fix":396},"Defining authorized users as named individuals only","Named-user restrictions create compliance exposure as staff turn over and as contractors or affiliate employees access the system — each access by an unlisted individual is technically a license breach.","Define authorized users by category and cap rather than by name — e.g., 'employees and contractors of Licensee and its Affiliates, not to exceed [X] concurrent users' — and include a process for adjusting the cap.",{"mistake":398,"why_it_matters":399,"fix":400},"Accepting a mutual liability cap without asymmetric carve-outs","A symmetrical cap benefits the licensor disproportionately because the licensor's fees are modest while the licensee's exposure from a software failure — regulatory fines, lost revenue, remediation costs — can be orders of magnitude larger.","Ensure IP indemnity, confidentiality breaches, data breaches, fraud, and gross negligence are carved out of any liability cap, and consider making the primary cap one-directional so it applies only to licensee liability, not licensor liability.",[402,405,408,411,414,417,420,423,426,429],{"question":403,"answer":404},"What is a licensee oriented software license agreement?","A licensee oriented software license agreement is a contract drafted to protect the interests of the party acquiring the right to use software, rather than the vendor selling it. Standard vendor-drafted licenses disclaim warranties, cap licensor liability at negligible amounts, and give licensees few remedies for non-performance. A licensee-oriented version reverses many of these defaults — requiring meaningful warranties, IP indemnity, source code escrow, and a wind-down period on termination. It is the starting point licensees use when they have sufficient bargaining power to negotiate, rather than simply clicking \"I agree.\"\n",{"question":406,"answer":407},"What is the difference between a licensor-oriented and a licensee-oriented software agreement?","A licensor-oriented agreement is written by the vendor to minimize the licensor's obligations and exposure — typically featuring as-is disclaimers, low or no liability caps on the licensor, broad termination rights for the vendor, and no source code escrow or wind-down provisions. A licensee-oriented agreement flips these defaults: the licensor provides express warranties, bears meaningful liability for IP infringement and software failures, and grants the licensee data-export and wind-down rights on termination. Most enterprise software negotiations land somewhere between the two starting positions.\n",{"question":409,"answer":410},"When should I use a licensee oriented software license agreement?","Use it whenever you are procuring commercial or custom software that is material to your operations and you have sufficient negotiating leverage to request contract changes from the vendor. It is most valuable for on-premise enterprise software, mission-critical SaaS platforms, and custom-developed software where the failure of the system would cause significant business disruption. For low-cost, widely used consumer software, vendors typically will not negotiate and licensees accept standard terms.\n",{"question":412,"answer":413},"Does a software license agreement need to be signed by both parties?","Yes, a negotiated software license agreement should be signed by authorized representatives of both the licensor and licensee before software is delivered or access is granted. Click-wrap and browse-wrap agreements are sometimes enforceable for consumer software, but for enterprise procurement contracts involving material fees and negotiated terms, a wet or electronic signature from both parties is the standard and ensures all negotiated terms are properly documented.\n",{"question":415,"answer":416},"What is source code escrow and do I need it?","Source code escrow is an arrangement where the licensor deposits the software's source code with a neutral third-party agent who will release it to the licensee upon defined trigger events — typically licensor insolvency, acquisition leading to discontinuation, or failure to maintain the software. You need it when the software is mission-critical and self-support or migration would be necessary if the licensor ceased operations. For widely-used commercial platforms with large user bases, escrow is less critical because the risk of total abandonment is low.\n",{"question":418,"answer":419},"Can I sublicense software I have licensed from a vendor?","Only if the license agreement explicitly grants sublicense rights. Most standard software licenses prohibit sublicensing unless the licensee is acting as a reseller or OEM under a separate agreement. If your use case requires distributing the software — or products incorporating it — to third parties, you must negotiate explicit sublicense rights before execution. Operating without sublicense rights typically constitutes a material breach and may expose you to IP infringement claims.\n",{"question":421,"answer":422},"What warranties should a software licensor provide in a licensee-oriented agreement?","At minimum, the licensor should warrant that the software performs materially in accordance with its documentation for at least 12 months after acceptance, that it does not contain malicious code or undisclosed security vulnerabilities, and that it does not infringe any third-party intellectual property rights to the licensor's knowledge. The licensor should also provide an IP indemnity — a commitment to defend and compensate the licensee if a third party brings an infringement claim arising from use of the software.\n",{"question":424,"answer":425},"How is a software license agreement different from a software development agreement?","A software license agreement governs the right to use software that already exists or will be delivered as a finished product. A software development agreement governs the creation of custom software — covering milestones, deliverables, acceptance criteria, payment schedules, and IP ownership of the software being built. If you are procuring custom development, you need both: a development agreement during the build phase and a license agreement governing ongoing use of the finished product.\n",{"question":427,"answer":428},"What governing law should a software license agreement use?","From a licensee's perspective, the governing law should be the licensee's home jurisdiction — the state or country where the licensee is headquartered or where the software is primarily used. This reduces the cost and complexity of enforcing the agreement if a dispute arises. Common neutral choices for international contracts include New York, Delaware, and England and Wales, all of which have well-developed commercial contract law and experienced judiciary. Avoid accepting a governing law clause that defaults to the licensor's jurisdiction without negotiation.\n",{"question":430,"answer":431},"Is a limitation of liability clause enforceable in software license agreements?","In most jurisdictions, limitation of liability clauses are generally enforceable between commercial parties of roughly equal bargaining power, provided the cap is not so low as to be unconscionable and the clause is clearly drafted. However, carve-outs are typically required for certain categories — fraud, willful misconduct, death or personal injury, and in some jurisdictions, data protection breaches. Courts in the UK and EU apply reasonableness and transparency tests that can invalidate disproportionately one-sided caps. Consider consulting a lawyer to ensure the liability structure is enforceable in your specific jurisdiction.\n",[433,437,441,445,449,453],{"industry":434,"icon_asset_id":435,"specifics":436},"Financial Services","industry-fintech","Regulatory data residency requirements, audit rights over cloud-hosted software, and enhanced confidentiality for customer financial data make licensee-favorable terms essential.",{"industry":438,"icon_asset_id":439,"specifics":440},"Healthcare and Life Sciences","industry-healthtech","HIPAA business associate agreement integration, validated software requirements for FDA-regulated processes, and strict data breach notification obligations must be incorporated by reference.",{"industry":442,"icon_asset_id":443,"specifics":444},"SaaS and Technology","industry-saas","API access rights, uptime SLA commitments with service credits, and source code escrow for platform dependencies are standard negotiation points for technology companies procuring third-party tools.",{"industry":446,"icon_asset_id":447,"specifics":448},"Manufacturing and Logistics","industry-manufacturing","ERP and supply-chain software failures carry operational downtime costs that far exceed license fees, making meaningful liability caps, warranty periods, and wind-down rights particularly important.",{"industry":450,"icon_asset_id":451,"specifics":452},"Professional Services","industry-professional-services","Practice management and billing software contains privileged client data, requiring confidentiality provisions aligned with professional responsibility obligations and extended post-termination data retention rights.",{"industry":454,"icon_asset_id":455,"specifics":456},"Government and Public Sector","industry-government","Statutory procurement rules, open-data obligations, and Freedom of Information requirements create unique license scope and data-access provisions that must be explicitly addressed in the agreement.",[458,460,463,467],{"vs":38,"vs_template_id":231,"summary":459},"A licensor-oriented agreement is drafted by or for the software vendor to minimize the licensor's obligations — featuring as-is disclaimers, low liability caps, and limited remedies for the licensee. A licensee-oriented agreement reverses these defaults to protect the buyer. Licensees with bargaining power use their own template as a starting point; licensors use theirs. The final signed agreement typically reflects negotiated compromises between both positions.",{"vs":227,"vs_template_id":461,"summary":462},"software-development-agreement-D793","A software development agreement governs the creation of custom software — milestones, deliverables, development fees, and IP ownership of the work being built. A software license agreement governs the right to use software once it exists. For custom development, you need both: a development agreement during the build, and a license agreement for ongoing use of the finished product.",{"vs":464,"vs_template_id":465,"summary":466},"Non-Disclosure Agreement","non-disclosure-agreement-nda-D12692","An NDA protects confidential information exchanged during evaluation or negotiation but creates no license or usage rights. A software license agreement is the operative contract that grants access and use rights while incorporating confidentiality obligations within a broader framework of warranties, liability, and termination. An NDA is often signed first, before the license agreement is negotiated.",{"vs":468,"vs_template_id":469,"summary":470},"SaaS Subscription Agreement","D{SAAS_SUBSCRIPTION_ID}","A SaaS subscription agreement governs cloud-hosted software delivered as a service on a recurring subscription basis — focusing on uptime SLAs, data processing, and subscription renewal terms. A traditional software license agreement governs on-premise or perpetual-license software where the licensee takes delivery of the software itself. The key distinction is who hosts and operates the software: the licensee (license agreement) or the vendor (SaaS agreement).",{"use_template":472,"template_plus_review":476,"custom_drafted":480},{"best_for":473,"cost":474,"time":475},"Organizations procuring non-mission-critical software with a moderate annual license fee under $25,000","Free","1–2 hours to complete and redline",{"best_for":477,"cost":478,"time":479},"Enterprise procurement of mission-critical software, deals with annual fees between $25,000 and $250,000, or cross-border licensing","$500–$1,500 for a technology lawyer review","3–5 business days",{"best_for":481,"cost":482,"time":483},"High-value software procurement above $250,000, regulated industries, software embedded in products, or public sector contracts","$3,000–$10,000+","2–4 weeks",[485,490,495,500],{"code":486,"name":487,"flag_asset_id":488,"note":489},"us","United States","flag-us","Software license agreements in the US are governed primarily by state contract law; the UCC Article 2 may apply to software with a goods component, though courts are split. California and New York are the most common governing-law choices. Limitation of liability clauses are generally enforceable between commercial parties, but California courts scrutinize unconscionable provisions. The Computer Fraud and Abuse Act may add federal criminal and civil exposure for unauthorized access beyond the license scope.",{"code":491,"name":492,"flag_asset_id":493,"note":494},"ca","Canada","flag-ca","Canadian software licenses are governed by provincial contract law, with Ontario and British Columbia being common choices for governing law. PIPEDA (and Quebec's Law 25 with its stricter requirements) imposes data protection obligations that should be reflected in the confidentiality and data handling provisions. Unlike the US, Canada has no equivalent to the CFAA, but Criminal Code provisions on unauthorized computer access apply. Quebec requires that contracts with Quebec-domiciled parties be available in French.",{"code":496,"name":497,"flag_asset_id":498,"note":499},"uk","United Kingdom","flag-uk","The Unfair Contract Terms Act 1977 and the Consumer Rights Act 2015 (for B2C) impose a reasonableness test on limitation of liability and exclusion clauses — clauses that are unreasonably one-sided may be struck down. The UK GDPR (post-Brexit retained law) requires data processing agreements where the licensor processes personal data on behalf of the licensee. IP indemnity clauses are strongly advisable given the UK's active software patent and copyright enforcement environment.",{"code":501,"name":502,"flag_asset_id":503,"note":504},"eu","European Union","flag-eu","EU GDPR requires a Data Processing Agreement (Article 28) where the licensor processes personal data on the licensee's behalf — this is often incorporated as a schedule to the software license. The EU Software Directive grants licensees the right to make backup copies and study the software's functioning regardless of contractual restrictions. Member state unfair contract terms directives (implementing the EU Unfair Contract Terms Directive) can render disproportionately one-sided limitation of liability clauses unenforceable, particularly in B2B contracts in France and Germany.",[231,228,465,506,507,508,509,510,511,512,513,514],"service-level-agreement-D778","master-service-agreement-D12657","independent-contractor-agreement-D160","saas-agreement-D12704","intellectual-property-assignment-D5229","it-service-agreement-D13422","data-processing-agreement-D13954","software-maintenance-agreement-D805","source-code-escrow-agreement-D806",{"emit_how_to":190,"emit_defined_term":190},{"primary_folder":112,"secondary_folder":517,"document_type":518,"industry":519,"business_stage":520,"tags":521,"confidence":527},"intellectual-property-and-licensing","agreement","general","all-stages",[522,523,524,525,526],"intellectual-property","contract","software-license","licensee-protection","licensing",0.95,"\u003Ch2>What is a Licensee Oriented Software License Agreement?\u003C/h2>\n\u003Cp>A \u003Cstrong>Licensee Oriented Software License Agreement\u003C/strong> is a binding contract between a software licensor and a licensee that defines the scope, conditions, and protections governing the licensee's right to use the software — drafted specifically to favor the party acquiring the license rather than the party granting it. While most commercial software licenses are written by vendors to minimize their obligations and liability, a licensee-oriented agreement provides express warranties that the software will perform as documented, requires the licensor to indemnify the licensee against third-party IP claims, imposes a meaningful liability cap on the licensor, and secures the licensee's right to access source code through escrow if the vendor ceases operations. It is the document organizations use when they have the leverage and importance of the deal to negotiate, rather than simply accepting click-wrap terms.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Accepting a vendor's standard software license without negotiation exposes your organization to four distinct categories of risk simultaneously. First, as-is disclaimers mean the licensor bears no liability if the software simply does not work — leaving your organization to absorb remediation costs, business disruption, and regulatory fines resulting from a defective system. Second, without source code escrow, the vendor's insolvency or acquisition can immediately strand your operations with no path to self-support or migration. Third, a cap-free or negligibly capped licensor liability means that even a significant data breach or extended system outage generates no meaningful recovery. Fourth, the absence of a wind-down period gives the vendor the ability to cut access instantly in any dispute — including one the vendor caused — creating enormous one-sided leverage. A properly negotiated licensee-oriented software license agreement closes all four gaps and establishes a commercial relationship where the licensor's obligations match the operational reliance the licensee is placing on their product.\u003C/p>\n",1781186034373]