[{"data":1,"prerenderedAt":528},["ShallowReactive",2],{"document-licensor-oriented-software-license-agreement-D795":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":173,"customdescription":6,"mdFm":174,"mdProseHtml":527},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":20},"LICENSOR ORIENTED SOFTWARE LICENSE AGREEMENT This Licensor 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] WHEREAS, Licensor has developed certain computer programs and related documentation more particularly described in Schedule A attached hereto (the \"Products\") and desires to grant Licensee a license to use the Software. WHEREAS, Licensee wishes to use the Software under the conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual promises set forth herein, Licensee and Licensor hereby agree as follows: Definitions When used in this Agreement, the following terms shall have the respective meanings indicated, such meanings to be applicable to both the singular and plural forms of the terms defined: \"Acceptance\" of Software means completion of the acceptance testing process set forth in Section 3 of this Agreement. \"Agreement\" includes this agreement and its Schedules and Riders. \"Delivery Date\" is the date on which Licensor ships the Software to Licensee. \"Designated Environment\" means the computer equipment and software operating system described on Schedule C. \"Documentation\" means the user, system and installation documentation for the Software. \"Error\" means a material failure of the Software to function in conformity with the Specifications. \"License\" means the license granted by Licensor to Licensee to use the Software and Documentation in accordance with the terms and conditions of this Agreement. \"Licensed Copies\" means the number of copies of the Software and Documentation being licensed to the Licensee. \"Location(s)\" means Licensee's offices at the location(s) specified in Schedule D. \"Maintenance Agreement\" means the Software Maintenance Agreement between the parties effective as of the date of this Agreement. \"Price\" means the License Fees Licensee shall pay as specified in Schedule B. \"Rider\" refers to any riders attached to this Agreement, or any subsequently prepared document which the parties agree in writing to be considered a Rider. \"Schedule\" refers to any schedule attached to this Agreement, or any subsequently prepared document which the parties agree in writing to be considered a Schedule. \"Software\" means the computer programs specified in Schedule A in machine-readable, object code form, and any computer programs delivered to Licensee in machine-readable, object code form as Maintenance Releases and Product Releases (as these terms are defined in the Maintenance Agreement). \"Specifications\" means Licensor's current published Product Release Definitions. \"Target Date\" means the date set forth by which parties anticipate delivery of the Software. \"Warranty Period\" means [NUMBER] days from the date of Acceptance. Software License 2.1 License Licensor grants Licensee a non-exclusive, non-transferable license to (1) use the Software and Documentation solely for its internal operations at the Location(s) and on the Designated Environment, and (2) copy the Software and Documentation for archival or backup purposes only, provided that all titles, trademarks, and copyright, proprietary and restricted rights notices shall be reproduced in all such copies, and that all copies shall be subject to the terms of this Agreement. 2.2 Distribution Except as explicitly provided herein, Licensee shall not: (1) make available nor distribute all or part of the Software or Documentation to any third party by assignment, sublicense or by any other means; (2) copy, adapt, reverse engineer, decompile, disassemble, or modify, in whole or in part, any of the Software or Documentation; or (3) use the Software to operate in or as a time-sharing, outsourcing, or service bureau environment, or in any way allow third party access to the Software. Installation And Acceptance Licensor shall use reasonable efforts to deliver the Licensed Copies of the Software and Documentation to the Location(s) on or about the Target Date. Licensee shall have [NUMBER] days from the Delivery Date to perform acceptance testing. Licensee's Acceptance of the Software shall occur at the earlier of Licensee's operational use of the Software, or the expiration of [NUMBER] days from the Delivery Date without the provision of notice by Licensee to Licensor of any Error(s). If Licensee provides notice to Licensor of any Error(s) and Licensor verifies the alleged Error(s), the Software shall be accepted upon Licensor's correction of such Error(s). Price And Payment 4.1 Price Licensee shall pay the Price in accordance with the payment plan set forth in Schedule B. Licensor shall invoice any additional costs reasonably incurred by Licensor in the delivery of the Software as they are incurred. Payment shall be made by Licensee to Licensor in full without any right of set-off or deduction, and Licensee shall pay the Price and such costs within [NUMBER] days from the date of invoice. 4.2 Tax Licensee shall be responsible for any applicable sales or use taxes or any value added or similar taxes payable with respect to the licensing of the Software, or arising out of or in connection with this Agreement, other than taxes levied or imposed based upon Licensor's income. In the event that Licensor pays any such taxes on behalf of Licensee, Licensor shall invoice Licensee for such taxes and Licensee agrees to pay such taxes in accordance with this Agreement. 4.3 Interest Failure by Licensee to pay any amounts invoiced under this Agreement in full in accordance with this Agreement shall make Licensee liable to pay Licensor interest at the rate of [%] per month on the remaining amount due, or at the highest amount permitted by applicable law such interest to accrue on a daily basis after as well as before any judgment relating to collection of the amount due. Proprietary Rights Licensee acknowledges and agrees that the copyright, patent, trade secret, and all other intellectual property rights of whatever nature in the Software, Documentation and Specifications are and shall remain the property of Licensor, and nothing in this Agreement should be construed as transferring any aspects of such rights to Licensee or any third party. Confidentiality 6.1 Confidential Information \"Confidential Information\", shall mean the Software, Documentation, Specifications, and terms and conditions of this Agreement. Licensee acknowledges the confidential and proprietary nature of the Confidential Information and agrees that it shall not reveal or disclose any Confidential Information for any purpose to any other person, firm, corporation or other entity, other than Licensee's employees with a need to know such Confidential Information to perform employment responsibilities consistent with Licensee's rights under this Agreement. Licensee shall safeguard and protect the Confidential Information from theft, piracy or unauthorized access in a manner at least consistent with the protections Licensee uses to protect its own most confidential information. Licensee shall inform its employees of their obligations under this Agreement and shall take such steps as may be reasonable in the circumstances, or as may be reasonably requested by Licensor, to prevent any unauthorized disclosure, copying or use of the Confidential Information. Licensee acknowledges and agrees that in the event of the Licensee's breach of this Agreement, Licensor will suffer irreparable injuries not compensated by money damages and therefore shall not have an adequate remedy at law",null,"Licensor Oriented Software License Agreement","7",71,"doc","https://templates.business-in-a-box.com/imgs/1000px/licensor-oriented-software-license-agreement-D795.png","https://templates.business-in-a-box.com/imgs/250px/795.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#795.xml",{"title":6,"description":6},[16,19],{"label":17,"url":18},"Software & Technology","/templates/software-technology-business/",{"label":17,"url":18},"licensor oriented software license agreement","Licensor Oriented Software License Agreement Template","https://templates.business-in-a-box.com/imgs/400px/795.png","https://templates.business-in-a-box.com/imgs/600px/795.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/",[37,41,45,49,53,57,61,65,69,73,77,81,85,102,117,132,145,159],{"label":38,"url":39,"thumb":40,"extension":10},"Licensee Oriented Software License Agreement","/template/licensee-oriented-software-license-agreement-D794","https://templates.business-in-a-box.com/imgs/250px/794.png",{"label":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":95,"keywords":94,"url":101},"INTELLECTUAL PROPERTY LICENSE AGREEMENT This Intellectual Property License Agreement (\"Agreement\") is entered into effect as of [DATE], BETWEEN: [LICENSOR'S NAME], (\"Licensor\"), an individual with their 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] AND: [LICENSEE'S NAME], (\"Licensee\") an individual with their 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] PURPOSE OF THE AGREEMENT The Licensor, the owner of certain intellectual property rights, agrees to grant the Licensee a license to use, and, if applicable, modify, the intellectual property as described herein. DEFINITIONS 2.1 Intellectual Property: The intellectual property licensed under this Agreement, including but not limited to patents, copyrights, trademarks, trade secrets, and any related rights. GRANT OF LICENSE 3.1 The Licensor grants the Licensee a [Non-Exclusive/Exclusive] license to use the intellectual property, as described in Exhibit A attached hereto. 3.2 The Licensee is permitted to use the intellectual property for the purpose outlined in Exhibit A, and for the duration of this Agreement. LICENSE FEE 4.1 In consideration for the license granted herein, the Licensee shall pay the Licensor a license fee as specified in Exhibit A. 4","Intellectual Property License Agreement","4",513,"https://templates.business-in-a-box.com/imgs/1000px/intellectual-property-license-agreement-D13718.png","https://templates.business-in-a-box.com/imgs/250px/13718.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13718.xml",{"title":94,"description":6},"intellectual property license agreement",[96,98],{"label":31,"url":97},"business-legal-agreements",{"label":99,"url":100},"License Agreements","license-agreement","/template/intellectual-property-license-agreement-D13718",{"description":103,"descriptionCustom":6,"label":104,"pages":105,"size":106,"extension":10,"preview":107,"thumb":108,"svgFrame":109,"seoMetadata":110,"parents":111,"keywords":115,"url":116},"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},[112,114],{"label":17,"url":113},"software-technology-business",{"label":17,"url":113},"custom software development agreement","/template/custom-software-development-agreement-D787",{"description":118,"descriptionCustom":6,"label":119,"pages":120,"size":89,"extension":10,"preview":121,"thumb":122,"svgFrame":123,"seoMetadata":124,"parents":126,"keywords":125,"url":131},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","3","https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":125,"description":6},"non disclosure agreement nda",[127,128],{"label":31,"url":97},{"label":129,"url":130},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":133,"descriptionCustom":6,"label":134,"pages":135,"size":89,"extension":10,"preview":136,"thumb":137,"svgFrame":138,"seoMetadata":139,"parents":141,"keywords":140,"url":144},"SERVICE AGREEMENT This SERVICE AGREEMENT (\"Agreement\") is effective [DATE], BETWEEN: [COMPANY NAME] (the \"Contractor\"), a company organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Customer\"), a company organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] (The Contractor and the Customer shall be individually referred to as a \"Party\" and collectively referred to as the \"Parties\", as the context may require). WHEREAS A. Contractor has experience and expertise in [DESCRIBE EXPERIENCE AND SERVICE]. B. Customer desires to have Contractor provide services for them. C. Contractor desires to provide services to Customer on the terms and conditions set forth herein (the \"Services\"). NOW THEREFORE, in consideration of the above recitals, the representations, warranties, and agreements contained in this Agreement and for other good and valuable consideration, the receipt and adequacy of which are now acknowledged, the Parties agree as follows: SERVICES PROVIDED Beginning on upon agreement to this contract, [CONTRACTOR] will provide to [CUSTOMER] the following service (collectively, the /Services\"): Description of the project: [DESCRIBE THE SERVICE REQUIRED]. SCOPE OF WORK Contractor agrees to provide Services pursuant to the Scope of Work set forth in Exhibit A attached hereto (the \"Scope of Work\"). TERM Unless both parties mutually agree on an extension, this contract will automatically terminate on [SPECIFY]. PERFORMANCE The parties agree to do everything possible to ensure that the terms of this Agreement take effect. PAYMENT FOR SERVICES In exchange for the Services rendered, a payment of [SPECIFY] will be made to the Contractor upon completion of the scheduled Services described in this Contract. If an invoice is not paid on the due date, interest will be added to the current balance. These amounts shall be payable, and the Customer shall pay all overdue amounts at the lesser of [SPECIFY] per cent per annum or the maximum percentage permitted by applicable law. Or Customer will pay Contractor as follows: [SPECIFY]. DELIVERY OF SERVICES The Contractor will exercise due diligence in the provision of services. However, the Customer acknowledges that the indicated delivery times and other payment milestones listed in Scope of Work are estimates and do not constitute final delivery dates. SECURITY The Contractor must make reasonable security arrangement to protect Material from unauthorized access, collection, use, alteration or disposal. OWNERSHIP RIGHT The Customer shall hold the copyright for the agreed version of the Services as delivered, and the Customer's copyright notice may be displayed in the final version. All works, ideas, discoveries, inventions, patents, products or other information that may be protected by copyright (collectively, the \"Work Product\" developed in whole or in part by the Contractor in connection with the Services, shall be the exclusive property of the Customer. Upon request, the Contractor shall execute all documents necessary to confirm or perfect the exclusive ownership of the Customer's \"Work Product\". The Contractor retains exclusive rights to pre-existing materials used in the Customer's projects. The Customer shall not have the right to reuse, resell or otherwise transfer material belonging to the contractor or third parties. The Contractor reserves the right to use the finished public product as an example of a product. RETURN OF PROPERTY Upon the expiry or termination of this Agreement, the Contractor will return to the Customer any property, documentation, records or Confidential Information which is the property of the Customer. COMPENSATION For all services rendered by the Contractor under this Agreement, the Customer shall indemnify the Contractor. In the event that the Customer fails to make any of the payments mentioned, the Contractor shall have the right, but shall not be obliged, to exercise any of the following remedies: ","Service Agreement","6","https://templates.business-in-a-box.com/imgs/1000px/service-agreement-D12711.png","https://templates.business-in-a-box.com/imgs/250px/12711.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12711.xml",{"title":140,"description":6},"service agreement",[142,143],{"label":31,"url":97},{"label":31,"url":97},"/template/service-agreement-D12711",{"description":146,"descriptionCustom":6,"label":147,"pages":135,"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",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":162,"size":89,"extension":10,"preview":163,"thumb":164,"svgFrame":165,"seoMetadata":166,"parents":168,"keywords":171,"url":172},"TERMS OF SERVICE AGREEMENT The following Terms of Service (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Service Provider\"), a corporation organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Company\"), a corporation organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, the Service Provider is in the business of development, supply and operation of products and services relating to [DESCRIBE]; and WHEREAS, this Agreement contains the Service Provider's terms of engagement; NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto, intending, to be legally bound, agree as follows: SERVICES PROVIDED Service Provider is prepared to provide the following professional services to Company: [DESCRIBE]. CALCULATION OF FEES AND OTHER CHARGES Fees for professional services are calculated on the time spent by Service Provider associates and staff attending to said services, multiplied by the relevant hourly rate. Time is costed by reference to [SIX] minute units. The hourly rate is applied to all work done on Company's behalf, including making telephone calls, writing letters, researching the laws, negotiating with partners, and preparing documents. The average hourly rate for Service Provider's professional service is $[AMOUNT]. Before any bill is sent to Company, the Service Provider's Project Manager responsible for the matter will review it to ensure that fees and other charges are appropriate. BILLING ARRANGEMENTS","Terms of Service Agreement","2","https://templates.business-in-a-box.com/imgs/1000px/terms-of-service-agreement-D920.png","https://templates.business-in-a-box.com/imgs/250px/920.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#920.xml",{"title":167,"description":6},"terms of service agreement",[169,170],{"label":31,"url":97},{"label":31,"url":97},"terms service agreement","/template/terms-of-service-agreement-D920",false,{"seo":175,"reviewer":184,"legal_disclaimer":188,"quick_facts":189,"at_a_glance":191,"personas":195,"variants":220,"glossary":248,"clauses":285,"how_to_fill":336,"common_mistakes":377,"faqs":402,"industries":433,"comparisons":458,"diy_vs_lawyer":471,"jurisdictions":484,"related_template_ids_curated":505,"schema":516,"classification":517},{"meta_title":176,"meta_description":177,"primary_keyword":20,"secondary_keywords":178},"Licensor Oriented Software License Agreement Template (Free Word)","Free licensor-oriented software license agreement template. Protects IP ownership, limits liability, and controls permitted use. Used in 190+ countries. Free Word and PDF download.",[179,180,181,182,183],"software licensing contract template","software license agreement word","software ip license template","software license agreement free download","commercial software license template",{"name":185,"credential":186,"reviewed_date":187},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":190,"legal_review_recommended":188,"signature_required":188,"notarization_required":173},"advanced",{"what_it_is":192,"when_you_need_it":193,"whats_inside":194},"A Licensor Oriented Software License Agreement is a legally binding contract drafted to protect the software owner's intellectual property rights while granting a licensee permission to use the software under strictly defined conditions. This free Word download covers scope of use, IP ownership, restrictions, fees, warranty disclaimers, liability caps, and termination in a single document you can edit online and export as PDF.\n","Use it whenever you distribute, sell, or grant access to proprietary software — including SaaS products, desktop applications, APIs, SDKs, and embedded firmware — to any individual or organization outside your company. It is especially critical before any commercial deployment, pilot program, or enterprise sale.\n","Grant of license with defined scope and restrictions, IP ownership and reservation of rights, fees and payment terms, warranty disclaimers and limitation of liability, confidentiality obligations, audit rights, termination triggers, and governing law.\n",[196,200,204,208,212,216],{"title":197,"use_case":198,"icon_asset_id":199},"Software founders and ISVs","Licensing a proprietary SaaS or desktop application to paying customers","persona-startup-founder",{"title":201,"use_case":202,"icon_asset_id":203},"Enterprise software vendors","Deploying on-premise software to large corporate clients under volume licensing","persona-software-vendor",{"title":205,"use_case":206,"icon_asset_id":207},"API and platform providers","Controlling how third-party developers integrate with a proprietary API or SDK","persona-developer",{"title":209,"use_case":210,"icon_asset_id":211},"IT and legal counsel","Standardizing outbound software licensing terms across a product portfolio","persona-legal-counsel",{"title":213,"use_case":214,"icon_asset_id":215},"Hardware manufacturers","Licensing embedded firmware or bundled software shipped with physical devices","persona-manufacturer",{"title":217,"use_case":218,"icon_asset_id":219},"Research institutions and universities","Commercializing lab-developed software while retaining academic IP ownership","persona-nonprofit-exec",[221,225,229,233,237,241,245],{"situation":222,"recommended_template":223,"slug":224},"Distributing software to end consumers under a click-wrap or browse-wrap model","End User License Agreement (EULA)","end-user-license-agreement-D13011",{"situation":226,"recommended_template":227,"slug":228},"Granting a licensee the right to sublicense or resell the software","Software Reseller Agreement","software-distribution-agreement-D804",{"situation":230,"recommended_template":231,"slug":232},"Sharing source code under open-source terms","Open Source Software License Agreement","source-code-license-agreement-D807",{"situation":234,"recommended_template":235,"slug":236},"Providing software as a hosted cloud service billed by subscription","SaaS Subscription Agreement","subscription-agreement-D12537",{"situation":238,"recommended_template":239,"slug":240},"Licensing software exclusively to a single licensee for a territory or market","Exclusive Software License Agreement","license-agreement-nontransferable-and-non-exclusive-license-D1022",{"situation":242,"recommended_template":243,"slug":244},"Developing custom software for a client who will own the resulting code","Software Development Agreement","custom-software-development-agreement-D787",{"situation":246,"recommended_template":87,"slug":247},"Licensing intellectual property broadly, including patents and trademarks","intellectual-property-license-agreement-D13718",[249,252,255,258,261,264,267,270,273,276,279,282],{"term":250,"definition":251},"Licensor","The party that owns the software and grants another party permission to use it under defined terms.",{"term":253,"definition":254},"Licensee","The party that receives permission to use the software, subject to the restrictions and obligations in the agreement.",{"term":256,"definition":257},"Grant of License","The specific clause that defines what rights the licensee receives — typically non-exclusive, non-transferable, and limited to a defined scope of use.",{"term":259,"definition":260},"Intellectual Property (IP) Ownership","The reservation clause confirming that the licensor retains all title, copyright, and proprietary rights in the software, regardless of any permitted use.",{"term":262,"definition":263},"Permitted Use","The explicitly authorized purposes, user counts, installation environments, or territories within which the licensee may operate the software.",{"term":265,"definition":266},"Warranty Disclaimer","A clause stating the software is provided 'as is' and excluding implied warranties of merchantability, fitness for a particular purpose, and non-infringement.",{"term":268,"definition":269},"Limitation of Liability","A clause capping the licensor's financial exposure — typically to fees paid in the prior 12 months — and excluding consequential, incidental, and punitive damages.",{"term":271,"definition":272},"Audit Rights","The licensor's contractual right to inspect the licensee's systems and records to verify compliance with the license scope and user restrictions.",{"term":274,"definition":275},"Derivative Works","Modifications, adaptations, or builds upon the original software; the agreement defines whether the licensee may create them and who owns the result.",{"term":277,"definition":278},"Termination for Cause","A provision allowing the licensor to immediately end the license — and require the licensee to cease use and destroy copies — upon a material breach such as unauthorized copying or sublicensing.",{"term":280,"definition":281},"Escrow (Source Code)","An arrangement where the source code is deposited with a neutral third party and released to the licensee only upon a defined trigger, such as the licensor's insolvency.",{"term":283,"definition":284},"Indemnification","A clause in which one party agrees to defend and compensate the other against third-party claims arising from defined events, such as IP infringement by the licensed software.",[286,291,296,301,306,311,316,321,326,331],{"name":287,"plain_english":288,"sample_language":289,"common_mistake":290},"Recitals and defined terms","Introduces both parties by legal name, identifies the software by name and version, and defines key terms used throughout the agreement.","This Software License Agreement ('Agreement') is entered into as of [EFFECTIVE DATE] between [LICENSOR LEGAL NAME] ('Licensor') and [LICENSEE LEGAL NAME] ('Licensee'). 'Software' means [PRODUCT NAME], version [X.X], including all updates and documentation provided by Licensor.","Using a product trade name instead of the registered legal entity name for the licensor — if an IP dispute arises, the owning entity must match the contracting party exactly.",{"name":292,"plain_english":293,"sample_language":294,"common_mistake":295},"Grant of license","States precisely what the licensee may do — the scope, exclusivity, transferability, number of seats or installations, and permitted environment.","Licensor hereby grants Licensee a non-exclusive, non-transferable, limited license to install and use the Software on [NUMBER] designated devices solely for Licensee's internal business operations during the Term.","Omitting installation or seat limits, leaving the licensor with no contractual basis to charge for expansion beyond the original purchase.",{"name":297,"plain_english":298,"sample_language":299,"common_mistake":300},"Restrictions and prohibited uses","Explicitly lists what the licensee cannot do — reverse engineering, sublicensing, copying, modifying source code, or using the software for competing products.","Licensee shall not: (a) sublicense, sell, rent, or transfer the Software; (b) reverse engineer, decompile, or disassemble the Software; (c) create derivative works based on the Software; or (d) use the Software to develop a competing product.","Relying on a generic 'you may not copy' clause without explicitly prohibiting reverse engineering. In many jurisdictions, reverse engineering for interoperability is a statutory right unless contractually excluded.",{"name":302,"plain_english":303,"sample_language":304,"common_mistake":305},"IP ownership and reservation of rights","Confirms that the licensor retains all copyright, patent rights, trademarks, and trade secrets in the software, and that nothing in the agreement transfers ownership to the licensee.","All intellectual property rights in and to the Software, including all copies and derivative works, remain the exclusive property of Licensor. No title or ownership of the Software is transferred to Licensee under this Agreement. All rights not expressly granted are reserved by Licensor.","Failing to include 'all rights not expressly granted are reserved' — without this catch-all, courts in some jurisdictions imply additional rights from ambiguous grant language.",{"name":307,"plain_english":308,"sample_language":309,"common_mistake":310},"Fees, payment terms, and audit rights","Sets out the license fee structure (one-time, annual, per-seat, or usage-based), payment due dates, late-payment consequences, and the licensor's right to audit licensee usage.","Licensee shall pay Licensor an annual license fee of $[AMOUNT] due within [30] days of invoice. Licensor may, on [10] business days' written notice, audit Licensee's use of the Software no more than once per calendar year to verify compliance.","Including audit rights without a notice requirement or frequency cap — unlimited audit rights with no notice period are often struck down or create hostile customer relationships.",{"name":312,"plain_english":313,"sample_language":314,"common_mistake":315},"Warranty disclaimer","Excludes all implied warranties, including merchantability and fitness for a particular purpose, and limits the licensor's representations to what is explicitly stated.","THE SOFTWARE IS PROVIDED 'AS IS.' LICENSOR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.","Burying the warranty disclaimer in body text without ALL CAPS formatting. In the US, courts require conspicuous disclaimers to effectively exclude implied warranties under the UCC.",{"name":317,"plain_english":318,"sample_language":319,"common_mistake":320},"Limitation of liability","Caps the licensor's total financial exposure — typically to fees paid in the prior 12 months — and excludes indirect, incidental, special, and consequential damages.","IN NO EVENT SHALL LICENSOR'S AGGREGATE LIABILITY EXCEED THE FEES PAID BY LICENSEE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. LICENSOR SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THEIR POSSIBILITY.","Setting the liability cap below one month of fees. Licensees often reject agreements where the cap is nominal — a 12-month fee cap is commercially standard and legally defensible.",{"name":322,"plain_english":323,"sample_language":324,"common_mistake":325},"Confidentiality","Requires the licensee to protect the licensor's trade secrets and proprietary technical information disclosed during the relationship, including source code, algorithms, and product roadmaps.","Licensee shall hold all Confidential Information of Licensor in strict confidence, using no less than the same degree of care it uses to protect its own confidential information (no less than reasonable care), and shall not disclose such information to any third party without Licensor's prior written consent.","Failing to define what constitutes 'Confidential Information' with sufficient specificity. Courts applying a reasonableness standard may limit the clause's reach to information that is obviously sensitive.",{"name":327,"plain_english":328,"sample_language":329,"common_mistake":330},"Term and termination","States the agreement's duration, renewal mechanics, and the conditions — breach, insolvency, unauthorized use — that allow either party to terminate with immediate effect.","This Agreement commences on the Effective Date and continues for [ONE (1)] year, renewing automatically for successive one-year terms unless either party provides [30] days' written notice. Licensor may terminate immediately upon written notice if Licensee materially breaches this Agreement and fails to cure within [15] days.","No cure period for material breach. Without one, minor violations expose the licensee to immediate termination — a provision that courts may view as commercially unreasonable and refuse to enforce.",{"name":332,"plain_english":333,"sample_language":334,"common_mistake":335},"Governing law, jurisdiction, and dispute resolution","Specifies the jurisdiction whose law governs the agreement, the venue for disputes, and whether disputes go to arbitration or court.","This Agreement is governed by the laws of [STATE/COUNTRY], without regard to conflict-of-law principles. Any dispute shall be resolved by binding arbitration administered by [AAA / JAMS] in [CITY, STATE], except that either party may seek injunctive relief in any court of competent jurisdiction to protect IP rights.","Selecting a governing law with no connection to either party's business location. Some courts will disregard choice-of-law clauses that lack a reasonable relationship to the transaction.",[337,342,347,352,357,362,367,372],{"step":338,"title":339,"description":340,"tip":341},1,"Identify both parties by their full legal entity names","Enter the licensor's registered legal name — not a trade name or brand — and the licensee's full legal name. Include the entity type (LLC, Inc., Ltd.) and state or country of incorporation for each party.","Cross-check the licensor name against your IP registration records. The contracting entity must be the same entity that holds the copyright or patent.",{"step":343,"title":344,"description":345,"tip":346},2,"Define the software precisely","Name the software product, specify the version or release number, and list any included documentation, updates, or add-on modules covered by the license. Attach a Schedule A if the product description is complex.","Vague software descriptions create disputes about whether a new major version is covered. Specify whether future versions and updates are included or require a separate order form.",{"step":348,"title":349,"description":350,"tip":351},3,"Set the grant of license scope and restrictions","Choose exclusivity (exclusive vs. non-exclusive), transferability, seat or installation limits, permitted environments (production only, internal use only), and any territory restrictions. Then populate the restrictions clause with all prohibited uses relevant to your product.","If you sell tiered plans, create a Schedule of License Types listing the permitted scope for each tier rather than embedding tiers in the main body — easier to update as your pricing evolves.",{"step":353,"title":354,"description":355,"tip":356},4,"Confirm IP ownership language is airtight","Ensure the IP ownership clause explicitly reserves all rights not granted, covers derivative works, and references any third-party components or open-source elements that may affect ownership.","List any third-party open-source libraries in a Schedule B and identify the license type (MIT, Apache 2.0, GPL). GPL components may impose copyleft obligations that override your proprietary license terms.",{"step":358,"title":359,"description":360,"tip":361},5,"Enter the fee structure and payment terms","Specify the license fee amount, currency, payment frequency, due date, accepted payment methods, and late-fee rate. If the fee is usage-based, define the measurement metric and reporting period.","State the currency explicitly — USD and CAD confusion on multi-currency deals has triggered real disputes. Use the ISO 4217 currency code (USD, CAD, GBP, EUR) for precision.",{"step":363,"title":364,"description":365,"tip":366},6,"Calibrate the limitation of liability","Set the aggregate liability cap at 12 months of fees paid — this is commercially standard. Confirm that the exclusion of consequential damages is formatted in ALL CAPS as required by US courts for conspicuousness.","Some enterprise licensees will negotiate a carve-out from the liability cap for data breaches or IP infringement indemnification. Decide your position before negotiations begin.",{"step":368,"title":369,"description":370,"tip":371},7,"Set the term, renewal, and termination conditions","Choose between a fixed term (1 year, 3 years) or a perpetual license. For fixed terms, set auto-renewal mechanics and notice periods. Define the cure period for material breach — 15 to 30 days is standard.","Perpetual licenses with no termination right create enforcement problems. Include a termination-for-cause clause even in perpetual agreements so you can act against licensees who breach restrictions.",{"step":373,"title":374,"description":375,"tip":376},8,"Select governing law and dispute resolution","Choose the governing jurisdiction based on your primary business location. Decide between arbitration and court for dispute resolution — arbitration is faster and confidential; litigation gives you public record and precedent.","If you intend to seek injunctive relief to stop IP infringement, include an explicit carve-out preserving the right to go to court for injunctions regardless of the arbitration clause.",[378,382,386,390,394,398],{"mistake":379,"why_it_matters":380,"fix":381},"No seat or installation limit in the grant clause","Without a defined limit, the licensee may deploy the software across an unlimited number of users or devices, eliminating your ability to charge for expansion.","Specify the maximum number of authorized users, seats, or installations in the grant clause, and tie any expansion to a signed order form and additional fees.",{"mistake":383,"why_it_matters":384,"fix":385},"Warranty disclaimer in body-text format without ALL CAPS","US courts applying the Uniform Commercial Code require warranty disclaimers to be 'conspicuous' — body-text disclaimers have been held unenforceable, leaving the licensor exposed to implied warranty claims.","Format the warranty disclaimer and limitation of liability sections in ALL CAPS or bold text so they are visually distinct from the surrounding contract language.",{"mistake":387,"why_it_matters":388,"fix":389},"Omitting a cure period before termination for breach","Immediate termination clauses with no opportunity to remedy a breach are frequently viewed by courts as commercially unreasonable, reducing the likelihood of enforcement.","Include a 15-to-30-day written notice and cure period for all material breaches, with immediate termination reserved only for willful IP violations or insolvency.",{"mistake":391,"why_it_matters":392,"fix":393},"Not addressing open-source components in the IP ownership clause","If the software incorporates GPL-licensed libraries, the copyleft provisions may legally require you to release your source code — directly undermining a proprietary license.","Audit all third-party and open-source components before execution and disclose them in a Schedule B, specifying the applicable license type and any restrictions it imposes.",{"mistake":395,"why_it_matters":396,"fix":397},"Setting the liability cap at a nominal or one-month fee amount","Enterprise licensees routinely reject agreements with de minimis liability caps, stalling deals and requiring renegotiation. Courts may also view caps set unreasonably low as unconscionable.","Set the aggregate liability cap at 12 months of fees paid — the commercially standard benchmark — and carve out willful misconduct, fraud, and indemnification obligations if needed.",{"mistake":399,"why_it_matters":400,"fix":401},"Failing to include an integration clause","Without an entire-agreement clause, prior demo commitments, sales emails, and oral representations can be admitted as binding contractual terms, overriding the written agreement.","Include a standard integration clause: 'This Agreement constitutes the entire agreement between the parties regarding the subject matter and supersedes all prior negotiations, representations, and understandings.'",[403,406,409,412,415,418,421,424,427,430],{"question":404,"answer":405},"What is a licensor oriented software license agreement?","A licensor oriented software license agreement is a contract drafted to protect the software owner's interests above all. It grants the licensee permission to use the software under tightly defined conditions while reserving all intellectual property rights with the licensor, disclaiming warranties broadly, capping liability at a favorable level, and giving the licensor strong audit and termination rights. It differs from a balanced or licensee-friendly agreement by prioritizing the owner's commercial and legal protections throughout.\n",{"question":407,"answer":408},"What is the difference between a software license agreement and an EULA?","An End User License Agreement (EULA) is a specific type of software license agreement designed for consumer or mass-market deployment — typically accepted by clicking a button rather than by wet or electronic signature. A negotiated software license agreement is used for B2B or enterprise transactions where the parties review and sign formal contract terms. EULAs favor speed and scale; negotiated agreements allow customization and provide stronger enforceability for complex or high-value deployments.\n",{"question":410,"answer":411},"Does a software license agreement need to be signed?","For a B2B or enterprise software license, a signed agreement — wet ink or electronic signature — is strongly recommended and is the standard in most jurisdictions. Signed agreements are easier to enforce, eliminate disputes about whether terms were accepted, and satisfy the evidentiary requirements of courts in the US, Canada, the UK, and the EU. Click-wrap acceptance is legally recognized in many jurisdictions but faces higher evidentiary challenges in litigation.\n",{"question":413,"answer":414},"What IP protections should a software license agreement include?","At minimum: an explicit statement that the licensor retains all copyright, patent, and trade secret rights; a catch-all clause reserving all rights not expressly granted; a prohibition on reverse engineering and decompilation; ownership of derivative works assigned to the licensor; and identification of any open-source components that may impose separate licensing obligations. For high-value software, consider adding a source code escrow provision and a patent non-assertion clause.\n",{"question":416,"answer":417},"Can a software license agreement limit the licensor's liability to zero?","In practice, a zero-dollar liability cap is rarely enforceable. Courts in the US, UK, Canada, and EU typically require that limitation-of-liability clauses not be unconscionable or contrary to public policy. The commercially accepted standard is a cap equal to 12 months of fees paid. Excluding consequential damages entirely is widely enforced when the disclaimer is conspicuous, but carve-outs for gross negligence, fraud, and data protection violations are increasingly required by enterprise buyers and regulators.\n",{"question":419,"answer":420},"What termination rights should the licensor include?","A licensor-oriented agreement should include: immediate termination upon material breach related to IP (unauthorized copying, sublicensing, or reverse engineering); termination with a 15-to-30-day cure period for other material breaches; termination upon the licensee's insolvency or bankruptcy filing; and termination for non-payment after a defined grace period. Post-termination obligations — destroying all copies and certifying compliance — should be stated explicitly.\n",{"question":422,"answer":423},"Are software license agreements enforceable internationally?","Enforceability depends on the jurisdiction and the specific clauses at issue. A governing-law clause generally determines which country's courts interpret the agreement, but local mandatory laws — EU consumer protection rules, Canadian statutory minimums, UK Unfair Contract Terms Act — can override contractual provisions that conflict with them. For international deployments, have a lawyer review the agreement for compliance with the licensee's local jurisdiction before execution.\n",{"question":425,"answer":426},"What is a software audit clause and when should I use it?","An audit clause gives the licensor the contractual right to inspect the licensee's systems and records to verify that software usage complies with the licensed scope — number of users, installations, or territories. It is most valuable for per-seat or per-deployment licensing models where underpayment is commercially significant. Standard audit clauses require advance written notice (10 business days is typical), limit frequency to once per year, and require the licensor to bear audit costs unless a material discrepancy is found.\n",{"question":428,"answer":429},"Do I need a lawyer to draft a software license agreement?","For standard commercial software licensing to domestic customers, a well-drafted template reviewed by counsel is usually sufficient. Engage a lawyer when licensing to enterprise customers who will negotiate heavily, when the software incorporates regulated data (health, financial, or government information), when the licensee is in a jurisdiction with strict IP or data laws, or when the contract value exceeds $100K annually. A 2-to-4-hour legal review typically costs $600–$1,500 and is worthwhile for any high-value or cross-border transaction.\n",{"question":431,"answer":432},"What is the difference between an exclusive and non-exclusive software license?","A non-exclusive license allows the licensor to grant the same rights to multiple licensees simultaneously — the standard for most commercial software products. An exclusive license gives a single licensee the sole right to use the software within a defined scope, territory, or market, which typically commands a premium price. Exclusive licenses restrict the licensor's ability to monetize the software elsewhere and should always be limited in time, territory, or field of use to preserve future commercial flexibility.\n",[434,438,442,446,450,454],{"industry":435,"icon_asset_id":436,"specifics":437},"SaaS / Technology","industry-saas","Multi-tenant cloud environments require per-seat or per-tenant licensing metrics, data processing addenda, and uptime SLA references integrated with the license terms.",{"industry":439,"icon_asset_id":440,"specifics":441},"Financial Services","industry-fintech","Regulatory compliance obligations (SOX, GLBA, MiFID II) are often incorporated by reference, and licensees require audit trail and data residency provisions beyond standard templates.",{"industry":443,"icon_asset_id":444,"specifics":445},"Healthcare / MedTech","industry-healthtech","Software that processes protected health information requires a HIPAA Business Associate Agreement running in parallel; the license agreement must reference PHI handling obligations explicitly.",{"industry":447,"icon_asset_id":448,"specifics":449},"Manufacturing and Embedded Systems","industry-manufacturing","Firmware and embedded software licenses must address hardware bundling restrictions, field update rights, and whether the licensee may modify the software for device-specific configurations.",{"industry":451,"icon_asset_id":452,"specifics":453},"Professional Services","industry-professional-services","Consulting firms licensing proprietary methodology tools or client-delivery platforms need clear restrictions on sublicensing to end clients and provisions covering white-labeling or co-branding.",{"industry":455,"icon_asset_id":456,"specifics":457},"Education and Research","industry-education","Academic institutions often require reduced-fee or non-commercial license tiers; research use carve-outs and publication rights must be explicitly addressed to avoid IP disputes over derivative research outputs.",[459,462,465,468],{"vs":223,"vs_template_id":460,"summary":461},"D{EULA_ID}","A EULA is a mass-market, click-to-accept agreement designed for consumer or broad commercial distribution without negotiation. A licensor-oriented software license agreement is a negotiated B2B contract with customized scope, fee structures, audit rights, and liability provisions. Use a EULA for consumer apps and SaaS self-serve tiers; use a negotiated license agreement for enterprise deployments, API partnerships, and high-value commercial relationships.",{"vs":243,"vs_template_id":463,"summary":464},"software-development-agreement-D12769","A software development agreement governs the creation of custom software — typically transferring ownership of the work product to the client. A software license agreement governs the use of already-created software while the licensor retains ownership. If you are building software for a client, use a development agreement; if you are selling access to your existing software, use a license agreement.",{"vs":235,"vs_template_id":466,"summary":467},"D{SAAS_SUBSCRIPTION_ID}","A SaaS subscription agreement covers cloud-hosted software delivered as a service, typically including uptime SLAs, data processing terms, and subscription billing provisions. A software license agreement covers on-premise or downloadable software where the licensee installs and runs the product. The key distinction is delivery model: hosted service versus installed software.",{"vs":87,"vs_template_id":469,"summary":470},"intellectual-property-license-agreement-D13639","An intellectual property license agreement broadly covers patents, trademarks, trade secrets, and copyrights across any asset type. A software license agreement is narrower — it specifically governs the use of a software product and incorporates software-specific provisions such as installation limits, reverse engineering prohibitions, and source code escrow. Use the IP license for cross-portfolio licensing; use the software license for a defined software product.",{"use_template":472,"template_plus_review":476,"custom_drafted":480},{"best_for":473,"cost":474,"time":475},"Software vendors licensing to domestic SMB customers with standard per-seat or annual subscription pricing","Free","30–60 minutes",{"best_for":477,"cost":478,"time":479},"Cross-border deployments, enterprise deals above $50K annually, or SaaS platforms processing personal data","$600–$1,500","3–5 business days",{"best_for":481,"cost":482,"time":483},"Exclusive licenses, regulated-industry deployments (healthcare, fintech), or platform agreements governing thousands of licensees","$2,500–$8,000+","2–4 weeks",[485,490,495,500],{"code":486,"name":487,"flag_asset_id":488,"note":489},"us","United States","flag-us","Software licenses are governed by state contract law and, for IP ownership, federal copyright law (17 U.S.C.). Warranty disclaimers must be 'conspicuous' under UCC Article 2 — ALL CAPS formatting satisfies this requirement. Non-compete and non-circumvention clauses vary significantly by state; California voids most post-agreement restrictions on competition. Arbitration clauses are broadly enforceable under the Federal Arbitration Act, and class-action waivers are generally valid in commercial contracts.",{"code":491,"name":492,"flag_asset_id":493,"note":494},"ca","Canada","flag-ca","Software is protected under the Copyright Act (R.S.C. 1985) at the federal level; provincial consumer protection laws apply if the licensee is a consumer rather than a business. Quebec's Act Respecting the Legal Publicity of Enterprises and its distinct civil law tradition can affect enforceability of exclusion clauses — contracts with Quebec licensees should be available in French. PIPEDA and provincial privacy laws impose obligations on software that processes personal data, which should be addressed in a separate data processing schedule.",{"code":496,"name":497,"flag_asset_id":498,"note":499},"uk","United Kingdom","flag-uk","The Unfair Contract Terms Act 1977 (UCTA) and the Consumer Rights Act 2015 restrict the enforceability of exclusion clauses against consumers; B2B agreements have more latitude but exclusions must still satisfy a 'reasonableness' test. The UK Copyright, Designs and Patents Act 1988 protects software as a literary work. Post-Brexit, UK GDPR applies to personal data processing and requires a data processing agreement running alongside the license for any software handling personal data.",{"code":501,"name":502,"flag_asset_id":503,"note":504},"eu","European Union","flag-eu","The EU Software Directive (2009/24/EC) grants licensees a statutory right to decompile for interoperability that cannot be contractually excluded. GDPR applies to any software processing EU residents' personal data — a Data Processing Agreement is mandatory and should be referenced in or annexed to the license. Consumer licensees benefit from the EU Unfair Contract Terms Directive, which restricts liability exclusions. Member states vary in their treatment of arbitration clauses and choice-of-law provisions — French and German courts in particular apply local mandatory rules aggressively.",[247,244,506,507,508,509,510,511,512,513,514,515],"non-disclosure-agreement-nda-D12692","service-agreement-D12711","independent-contractor-agreement-D160","terms-of-service-agreement-D920","data-processing-agreement-D13954","website-privacy-policy-D839","master-service-agreement-D12657","joint-venture-agreement-D889","partnership-agreement-D12551","consulting-agreement---long-D12543",{"emit_how_to":188,"emit_defined_term":188},{"primary_folder":97,"secondary_folder":518,"document_type":519,"industry":520,"business_stage":521,"tags":522,"confidence":526},"intellectual-property-and-licensing","agreement","software-and-technology","all-stages",[523,519,524,525],"intellectual-property","software-license","licensor",0.95,"\u003Ch2>What is a Licensor Oriented Software License Agreement?\u003C/h2>\n\u003Cp>A \u003Cstrong>Licensor Oriented Software License Agreement\u003C/strong> is a legally binding contract that grants a licensee the right to use proprietary software under conditions designed primarily to protect the software owner's intellectual property, revenue model, and legal exposure. Unlike a balanced or licensee-friendly agreement, this document reserves all IP ownership with the licensor, restricts permitted use to a precisely defined scope, disclaims all implied warranties, caps the licensor's liability at a commercially favorable ceiling, and preserves strong audit and termination rights throughout the relationship. It is the governing document for any commercial deployment of proprietary software — SaaS platforms, desktop applications, APIs, SDKs, and embedded firmware — and functions as the single source of truth for what the licensee may and may not do with the software.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Distributing software without a signed license agreement leaves your intellectual property exposed on every front simultaneously. Without an explicit IP ownership and restriction clause, licensees may legally argue they have broader rights than you intended — including the right to modify, sublicense, or reverse-engineer your code. Without a warranty disclaimer and limitation of liability clause, you face unlimited exposure for software failures, data loss, or business interruption claims that can far exceed the value of the license fee. Without defined seat limits and audit rights, paying customers can expand usage to hundreds of additional users with no contractual basis for you to charge more or enforce compliance. A properly drafted, licensor-oriented software license agreement closes all of these gaps before the first deployment, protects your revenue model as you scale, and gives you clear contractual standing to terminate relationships with licensees who breach your terms — making it one of the highest-leverage legal documents a software company can put in place.\u003C/p>\n",1781186034375]