[{"data":1,"prerenderedAt":518},["ShallowReactive",2],{"document-software-license-agreement-D12928":3},{"document":4,"label":23,"preview":11,"thumb":24,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":25,"breadcrumb":29,"related":35,"customDescModule":172,"customdescription":6,"mdFm":173,"mdProseHtml":517},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":16,"keywords":15},"SOFTWARE LICENSE AGREEMENT This Software License Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [FIRST PARTY NAME] (the \"Licensor\"), 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 NAME] (the \"Licensee\"), 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 the Licensor owns [SOFTWARE NAME] (the \"Software\") and wishes to grant a license to the Licensee, along with the right to use and operate the Software in [TERRITORY] (the \"Territory\") and the Licensee agrees to take the said license from the Licensor upon the terms and conditions as set forth in this Agreement. NOW THEREFORE, in consideration of the premises and of the mutual agreements contained in this Agreement, the Parties hereto agree as follows: DEFINITIONS AND INTERPRETATION The following definitions apply throughout this Agreement unless otherwise stated: \"Agreement\" means this Software Licensing Agreement and any amendment made thereto from time to time by the Parties hereto. \"Software\" refers to [SOFTWARE NAME]. \"Derivative Works\" mean works developed by the Licensee, its officers, agents, contractors or employees, which are based upon, in whole or in part, the Source Code and/or the Documentation and may also be based upon and/or incorporate one or more other pre-existing works. Derivative Works may be any Improvement, revision, modification, translation (including compilation or recapitulation by computer), abridgment, condensation, expansion, or any other form in which such a pre-existing work may be recast, transformed, or adapted. For purposes hereof, a Derivative Work shall also include any compilation that incorporates such a pre-existing work. \"Documentation\" means written, printed or otherwise recorded or stored (digital or paper) material relating to the Software and Source Code, including technical specifications and instructions for its use, including Source Code annotations and other descriptions of the principles of operation of the Source Code and tools and instructions for its use. \"Source Code\" means the computer programming Source Code form of the Software in the form provided by the Licensor to the Licensee, and includes all non-third-party executables, libraries, components, and Documentation created or used in the creation, development, maintenance, and support of the Software, as well as all updates, Error corrections and revisions thereto provided by the Licensor, all provided by the Licensor for use, in whole or in part, either by itself or in the development of Derivative Works. \"Improvements\" shall mean, with respect to the Source Code, all modifications and changes made, developed, acquired or conceived after the date hereof and during the entire term of this Agreement. TERM This Agreement shall come into effect on [SPECIFY DATE] and shall continue until termination of this Agreement. GRANT OF LICENSE The Licensor hereunder grants to the Licensee an exclusive, non-transferable, irrevocable, royalty-free license to use and operate the Software in the Territory, including but not limited to the right and license to use and incorporate the Source Code and/or the Documentation, in whole or in part, to develop Derivative Works (including the integration of all or part of the Source Code into the Licensee's own software), and to compile, use, copy, and distribute executable versions of such Derivative Works. The Licensor shall hereunder provide the Source Code and all other Software related information to the Licensee and also hereby allows the Licensee to modify the said Software, change its Source Code, and change its name and logo at any time and at its sole discretion without any notification to the Licensor. The Licensee shall also have the right and license to use and copy the Source Code, in whole or in part, in compiled, object-code form for the Licensee's internal testing and development use and also the right and license to make a reasonable number of backup and archival copies of Source Code and Documentation. The Licensee shall not, however, transfer or sublicense the Software to any third party, in whole or in part, in any form, whether modified or unmodified. DELIVERABLES The Licensor shall hand over the Software, including the Source Code, to the Licensee in order to be used and operated by the Licensee in the Territory within a period of [SPECIFY DAYS OR MONTHS] from the date of signing this Agreement. SUPPORT AND WARRANTY PERIOD For a period of [SPECIFY MONTHS OR YEARS] (the \"Warranty period\") from the date of the deliverables, as mentioned in clause 4 of this Agreement, the Licensor, at no additional charge, shall provide to the Licensee: the Source Code for all upgrades, updates, patches, fixes and other modifications to the Software (\"Software Modifications\"); Error correction services, more specifically, to the extent the Source Code (and/or the files resulting from compiling the Source Code), programming services, instructions and/or source code to correct such Errors to bring the Source Code (and/or the files resulting from compiling the Source Code) into compliance with the representations and warranties set forth in this Agreement. The Licensor shall use commercially reasonable measures to provide Error corrections, or a work-around for such Errors, within [NUMBER OF DAYS] days of notification by the Licensee. Where a work-around is initially provided, the Licensor shall continue to use commercially reasonable efforts to develop an Error correction until such Error correction is delivered. To the extent an Error is intermittent in nature and the Licensee is having problems recreating the Error for the purposes of reporting Errors to the Licensor, the Licensor shall provide assistance to the Licensee in recreating the Error; personnel with levels of expertise (both general technical as well as specifically with respect to the Software and the Source Code) to provide technical support, advice and consultation to the Licensee. Such technical support and assistance shall include, without limitation, support and assistance with respect to the Software, Source Code, and the Licensee's development efforts, and shall also include technical support consulting services for modifications to the Source Code made by the Licensee. LICENSE FEE The Licensee shall pay the Licensor for this license at the rate of [AMOUNT] per [month] payable in advance. The first payment shall be made on the date of the beginning of the period specified above. Subsequent payments shall be made in advance promptly on the [day of each month] thereafter during the continuation of this Agreement. All payments hereunder shall be made in [CURRENCY] currency and via [MODE OF PAYMENT] as the mode of payment. REPRESENTATIONS AND WARRANTIES OF LICENSOR The Licensor hereby represents and warrants that the license granted hereunder to the Licensee has been granted on [SPECIFY \"AN EXCLUSIVE\" OR \"A NON-EXCLUSIVE\"] basis. The Licensor represents and warrants that the Software and services shall be provided in a good and professional manner in accordance with industry practices. The Licensor represents and warrants that the Software shall be bug-free, error-free and compatible with third-party software, and, in case of any bugs etc. in the Software, this shall be rectified by the Licensor free of cost during the Warranty period.",null,"Software License Agreement","8",513,"doc","https://templates.business-in-a-box.com/imgs/1000px/software-license-agreement-D12928.png","https://templates.business-in-a-box.com/imgs/250px/12928.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12928.xml",{"title":15,"description":6},"software license agreement",[17,20],{"label":18,"url":19},"Legal Agreements","/templates/business-legal-agreements/",{"label":21,"url":22},"License Agreements","/templates/license-agreement/","Software License Agreement Template","https://templates.business-in-a-box.com/imgs/400px/12928.png",[26,17,20],{"label":27,"url":28},"Templates","/templates/",[30,31,32],{"label":27,"url":28},{"label":18,"url":19},{"label":33,"url":34},"Intellectual Property & Licensing","/templates/intellectual-property-and-licensing/",[36,40,44,48,52,56,60,64,68,72,76,80,84,100,116,131,143,156],{"label":37,"url":38,"thumb":39,"extension":10},"SaaS Software License Agreement","/template/saas-software-license-agreement-D12860","https://templates.business-in-a-box.com/imgs/250px/12860.png",{"label":41,"url":42,"thumb":43,"extension":10},"Trial Software License Agreement","/template/trial-software-license-agreement-D815","https://templates.business-in-a-box.com/imgs/250px/815.png",{"label":45,"url":46,"thumb":47,"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":49,"url":50,"thumb":51,"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":53,"url":54,"thumb":55,"extension":10},"End-User Software License Agreement","/template/end-user-software-license-agreement-D791","https://templates.business-in-a-box.com/imgs/250px/791.png",{"label":57,"url":58,"thumb":59,"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":61,"url":62,"thumb":63,"extension":10},"Checklist Software License Agreement Provisions","/template/checklist-software-license-agreement-provisions-D782","https://templates.business-in-a-box.com/imgs/250px/782.png",{"label":65,"url":66,"thumb":67,"extension":10},"End-User Software License Agreement B2C","/template/end-user-software-license-agreement-b2c-D792","https://templates.business-in-a-box.com/imgs/250px/792.png",{"label":69,"url":70,"thumb":71,"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":73,"url":74,"thumb":75,"extension":10},"Trademark License Agreement For Software","/template/trademark-license-agreement-for-software-D766","https://templates.business-in-a-box.com/imgs/250px/766.png",{"label":77,"url":78,"thumb":79,"extension":10},"License Agreement","/template/license-agreement-D1180","https://templates.business-in-a-box.com/imgs/250px/1180.png",{"label":81,"url":82,"thumb":83,"extension":10},"Demonstration Software License","/template/demonstration-software-license-D788","https://templates.business-in-a-box.com/imgs/250px/788.png",{"description":85,"descriptionCustom":6,"label":86,"pages":87,"size":88,"extension":10,"preview":89,"thumb":90,"svgFrame":91,"seoMetadata":92,"parents":93,"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},[94,97],{"label":95,"url":96},"Software & Technology","software-technology-business",{"label":95,"url":96},"custom software development agreement","/template/custom-software-development-agreement-D787",{"description":101,"descriptionCustom":6,"label":102,"pages":103,"size":9,"extension":10,"preview":104,"thumb":105,"svgFrame":106,"seoMetadata":107,"parents":109,"keywords":108,"url":115},"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":108,"description":6},"non disclosure agreement nda",[110,112],{"label":18,"url":111},"business-legal-agreements",{"label":113,"url":114},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":117,"descriptionCustom":6,"label":118,"pages":119,"size":120,"extension":10,"preview":121,"thumb":122,"svgFrame":123,"seoMetadata":124,"parents":125,"keywords":129,"url":130},"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},[126],{"label":127,"url":128},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",{"description":132,"descriptionCustom":6,"label":133,"pages":119,"size":9,"extension":10,"preview":134,"thumb":135,"svgFrame":136,"seoMetadata":137,"parents":139,"keywords":138,"url":142},"SERVICE AGREEMENT This SERVICE AGREEMENT (\"Agreement\") is effective [DATE], BETWEEN: [COMPANY NAME] (the \"Contractor\"), a company organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Customer\"), a company organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] (The Contractor and the Customer shall be individually referred to as a \"Party\" and collectively referred to as the \"Parties\", as the context may require). WHEREAS A. Contractor has experience and expertise in [DESCRIBE EXPERIENCE AND SERVICE]. B. Customer desires to have Contractor provide services for them. C. Contractor desires to provide services to Customer on the terms and conditions set forth herein (the \"Services\"). NOW THEREFORE, in consideration of the above recitals, the representations, warranties, and agreements contained in this Agreement and for other good and valuable consideration, the receipt and adequacy of which are now acknowledged, the Parties agree as follows: SERVICES PROVIDED Beginning on upon agreement to this contract, [CONTRACTOR] will provide to [CUSTOMER] the following service (collectively, the /Services\"): Description of the project: [DESCRIBE THE SERVICE REQUIRED]. SCOPE OF WORK Contractor agrees to provide Services pursuant to the Scope of Work set forth in Exhibit A attached hereto (the \"Scope of Work\"). TERM Unless both parties mutually agree on an extension, this contract will automatically terminate on [SPECIFY]. PERFORMANCE The parties agree to do everything possible to ensure that the terms of this Agreement take effect. PAYMENT FOR SERVICES In exchange for the Services rendered, a payment of [SPECIFY] will be made to the Contractor upon completion of the scheduled Services described in this Contract. If an invoice is not paid on the due date, interest will be added to the current balance. These amounts shall be payable, and the Customer shall pay all overdue amounts at the lesser of [SPECIFY] per cent per annum or the maximum percentage permitted by applicable law. Or Customer will pay Contractor as follows: [SPECIFY]. DELIVERY OF SERVICES The Contractor will exercise due diligence in the provision of services. However, the Customer acknowledges that the indicated delivery times and other payment milestones listed in Scope of Work are estimates and do not constitute final delivery dates. SECURITY The Contractor must make reasonable security arrangement to protect Material from unauthorized access, collection, use, alteration or disposal. OWNERSHIP RIGHT The Customer shall hold the copyright for the agreed version of the Services as delivered, and the Customer's copyright notice may be displayed in the final version. All works, ideas, discoveries, inventions, patents, products or other information that may be protected by copyright (collectively, the \"Work Product\" developed in whole or in part by the Contractor in connection with the Services, shall be the exclusive property of the Customer. Upon request, the Contractor shall execute all documents necessary to confirm or perfect the exclusive ownership of the Customer's \"Work Product\". The Contractor retains exclusive rights to pre-existing materials used in the Customer's projects. The Customer shall not have the right to reuse, resell or otherwise transfer material belonging to the contractor or third parties. The Contractor reserves the right to use the finished public product as an example of a product. RETURN OF PROPERTY Upon the expiry or termination of this Agreement, the Contractor will return to the Customer any property, documentation, records or Confidential Information which is the property of the Customer. COMPENSATION For all services rendered by the Contractor under this Agreement, the Customer shall indemnify the Contractor. In the event that the Customer fails to make any of the payments mentioned, the Contractor shall have the right, but shall not be obliged, to exercise any of the following remedies: ","Service Agreement","https://templates.business-in-a-box.com/imgs/1000px/service-agreement-D12711.png","https://templates.business-in-a-box.com/imgs/250px/12711.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12711.xml",{"title":138,"description":6},"service agreement",[140,141],{"label":18,"url":111},{"label":18,"url":111},"/template/service-agreement-D12711",{"description":144,"descriptionCustom":6,"label":145,"pages":119,"size":9,"extension":10,"preview":146,"thumb":147,"svgFrame":148,"seoMetadata":149,"parents":151,"keywords":154,"url":155},"Terms and Conditions Welcome to [COMPANY NAME]. Thanks for using our products and services (\"Services\"). The Services are provided by [COMPANY NAME] (\"COMPANY NAME\"), located at [ADRESSE, CITY, STATE, COUNTRY] By using our Services, you are agreeing to these terms. Please read these Terms and Conditions (\"Terms\", \"Terms and Conditions\") carefully before using the http://www.[YOURWEBSITE].com website and the mobile application (the \"Service\") operated by [COMPANY NAME] (\"us\", \"we\", or \"our\"). Our Services are very diverse, so sometimes additional terms or product requirements (including age requirements) may apply. Additional terms will be available with the relevant Services, and those additional terms become part of your agreement with us if you use those Services. Terminology The following terminology applies to these Terms and Conditions, Privacy Statement and Disclaimer notice, and any or all Agreements: \"Client\", \"You\" and \"Your\" refer to you, the person accessing this website and accepting the Company's terms and conditions. \"The Company\", \"Ourselves\", \"We\" and \"Us\" refer to our Company. \"Party\", \"Parties\" or \"Us\" refers to both the Customer and ourselves, or either the Customer or ourselves. All terms refer to the offer, acceptance and consideration of payment necessary to undertake the process of our assistance to the Client in the most appropriate manner, whether through formal meetings of a fixed duration, or by any other means, with the express purpose of meeting the Client's needs in terms of providing the Company's declared services / products, in accordance with and subject to applicable US laws. Any use of the above terminology or other words in the singular, plural, capital letters and/or plural, and/or these terms, is considered interchangeable and therefore a reference to them. Using our Services You must follow any policies made available to you within the Services. Don't misuse our Services. For example, don't interfere with our Services or try to access them using a method other than the interface and the instructions that we provide. You may use our Services only as permitted by law, including applicable export and re-export control laws and regulations. We may suspend or stop providing our Services to you if you do not comply with our terms or policies or if we are investigating suspected misconduct. Using our Services does not give you ownership of any intellectual property rights in our Services or the content you access. You may not use content from our Services unless you obtain permission from its owner or are otherwise permitted by law. These terms do not grant you the right to use any branding or logos used in our Services. Don't remove, obscure, or alter any legal notices displayed in or along with our Services. In connection with your use of the Services, we may send you service announcements, administrative messages, and other information. You may opt out of some of those communications. Some of our Services are available on mobile devices. Do not use such Services in a way that distracts you and prevents you from obeying traffic or safety laws. Privacy Statement We are committed to protecting your privacy. [COMPANY NAME]'s privacy policies explain how we treat your personal data and protect your privacy when you use our Services. By using our Services, you agree that [COMPANY NAME] can use such data in accordance with our privacy policies. Only authorized employees within the company who, in the course of their duties, can access and use information collected from individual customers. We are constantly reviewing our systems and data to ensure the best possible service to our customers. Government authorities have created specific offences for unauthorized actions against computer systems and data. We will investigate such actions with a view to bringing legal action and/or civil action for damages against those responsible. Purchases If you wish to purchase any product or service made available through the Service (\"Purchase\"), you may be asked to supply certain information relevant to your Purchase including, without limitation, your [SPECIFY]. Subscriptions Some parts of the Service are billed on a subscription basis (\"Subscription(s)\"). You will be billed in advance on a recurring [SPECIFY]. Software in our Services When a Service requires or includes downloadable software, this software may update automatically on your device once a new version or feature is available. Some Services may let you adjust your automatic update settings. [COMPANY NAME] gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the software provided to you by [COMPANY NAME] as part of the Services. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by [COMPANY NAME], in the manner permitted by these terms. You may not copy, modify, distribute, sell, or lease any part of our Services or included software, nor may you reverse engineer or attempt to extract the source code of that software, unless laws prohibit those restrictions or you have our written permission. Disclaimer Exclusions and Limitations The information contained on this website is provided on an \" as is \" basis. To the fullest extent permitted by law, this company: excludes all representations and warranties with respect to this website and its content or that are or may be provided by affiliates or any other third party, including with respect to any inaccuracy or omission in this website and/or the Company's documentation; and excludes any liability for damages arising out of or in connection with your use of this website. [COMPANY NAME], and [COMPANY NAME]'s suppliers and distributors, will not be responsible for lost profits, revenues, or data, financial losses or indirect, special, consequential, exemplary, punitive damages or damage caused to your computer, computer software, systems and programs and data relating thereto or any other direct or indirect, consequential or incidental damages. Liability for our Services To the extent permitted by law, the total liability of [COMPANY NAME], and its suppliers and distributors, for any claims under these terms, including for any implied warranties, is limited to the amount you paid us to use the Services. In all cases, [COMPANY NAME], and its suppliers and distributors, will not be liable for any loss or damage that is not reasonably foreseeable. However, this company does not exclude liability for death or personal injury caused by its negligence. The above exclusions and limitations apply only to the extent permitted by law. We recognize that in some countries, you might have legal rights as a consumer. None of your legal rights as a consumer are affected waived by contract. Business uses of our Services If you are using our Services on behalf of a business, that business accepts these terms","Terms And Conditions","https://templates.business-in-a-box.com/imgs/1000px/terms-and-conditions-D12667.png","https://templates.business-in-a-box.com/imgs/250px/12667.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12667.xml",{"title":150,"description":6},"terms and conditions",[152,153],{"label":18,"url":111},{"label":18,"url":111},"terms conditions","/template/terms-and-conditions-D12667",{"description":157,"descriptionCustom":6,"label":158,"pages":103,"size":9,"extension":10,"preview":159,"thumb":160,"svgFrame":161,"seoMetadata":162,"parents":164,"keywords":163,"url":171},"DATA PRIVACY POLICY INTRODUCTION [COMPANY NAME] is committed to protecting the privacy and confidentiality of personal data collected or processed during its business operations. This Data Privacy Policy outlines the principles and practices that govern the collection, use, and disclosure of personal data by the Company. SCOPE This Policy applies to all employees, contractors, vendors, and third parties who collect, use, or process personal data on behalf of the Company. It also applies to all personal data collected from customers, clients, partners, and other individuals. PERSONAL INFORMATION COLLECTION We may collect personal information, such as name, address, email, phone number, and job title, from customers, employees, and stakeholders. We collect personal information through various channels, such as our website, email, phone, and in-person interactions. We may also collect personal information from third-party sources, such as service providers and business partners. USE OF PERSONAL INFORMATION The Company will only use personal data for the purposes for which it was collected or as otherwise permitted by applicable laws and regulations. Personal data may be used for, but not limited to, the following purposes: Providing products or services requested by individuals; Communicating with individuals about products, services, or other business-related matters; Conducting market research, analytics, and improving business operations; Managing and administering employee or contractor relationships; Complying with legal or regulatory requirements; Protecting the rights and interests of the Company or its customers. DISCLOSURE The Company may share personal data with third parties for legitimate business purposes, including but not limited to, service providers, vendors, contractors, and business partners. Personal data may also be disclosed to comply with legal or regulatory requirements, or in response to lawful requests from public authorities. The Company will take appropriate measures to ensure that third parties receiving personal data are bound by confidentiality obligations and provide adequate protection to the personal data. DATA RETENTION","Data Privacy Policy","https://templates.business-in-a-box.com/imgs/1000px/data-privacy-policy-D13465.png","https://templates.business-in-a-box.com/imgs/250px/13465.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13465.xml",{"title":163,"description":6},"data privacy policy",[165,168],{"label":166,"url":167},"Human Resources","human-resources",{"label":169,"url":170},"Company Policies","company-policies","/template/data-privacy-policy-D13465",false,{"seo":174,"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":430,"comparisons":447,"diy_vs_lawyer":461,"jurisdictions":474,"related_template_ids_curated":495,"schema":505,"classification":506},{"meta_title":175,"meta_description":176,"primary_keyword":177,"secondary_keywords":178},"Software License Agreement Template | BIB","Free software license agreement template covering usage rights, restrictions, IP ownership, warranties, and termination.","software license agreement template",[15,179,180,181,182,183],"software license agreement template word","software license agreement free","software licensing contract template","software license agreement pdf","software usage agreement 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":172},"advanced",{"what_it_is":192,"when_you_need_it":193,"whats_inside":194},"A Software License Agreement is a legally binding contract between a software owner (licensor) and a user or business (licensee) that defines exactly how the software may be used, copied, modified, and distributed. This free Word download covers grant of license, restrictions, IP ownership, warranties, liability limits, and termination in a single document you can edit online and export as PDF.\n","Use it whenever you distribute proprietary software, grant a business customer access to your platform, or receive software from a vendor whose default terms do not match your operational or legal requirements.\n","Grant of license and permitted use, scope and user restrictions, intellectual property ownership and assignments, warranties and disclaimers, limitation of liability, confidentiality, audit rights, support and maintenance terms, termination conditions, and governing law and dispute resolution.\n",[196,200,204,208,212,216],{"title":197,"use_case":198,"icon_asset_id":199},"Independent software developers","Licensing proprietary desktop or mobile applications to end users","persona-software-developer",{"title":201,"use_case":202,"icon_asset_id":203},"SaaS founders and startups","Formalizing terms under which business customers access a cloud platform","persona-startup-founder",{"title":205,"use_case":206,"icon_asset_id":207},"Enterprise software vendors","Governing multi-seat, site-wide, or OEM licensing arrangements","persona-enterprise-vendor",{"title":209,"use_case":210,"icon_asset_id":211},"IT procurement managers","Reviewing and negotiating vendor license terms before deployment","persona-it-manager",{"title":213,"use_case":214,"icon_asset_id":215},"Legal and compliance officers","Standardizing software licensing language across the organization","persona-legal-counsel",{"title":217,"use_case":218,"icon_asset_id":219},"Resellers and distributors","Sublicensing software to end customers under an authorized channel program","persona-reseller",[221,225,229,233,237,241,245],{"situation":222,"recommended_template":223,"slug":224},"Distributing packaged consumer or business software at point of sale","End User License Agreement (EULA)","end-user-license-agreement-D13011",{"situation":226,"recommended_template":227,"slug":228},"Granting access to a cloud-hosted SaaS platform via subscription","SaaS Subscription Agreement","subscription-agreement-D12537",{"situation":230,"recommended_template":231,"slug":232},"Licensing software source code to another developer or organization","Source Code License Agreement","source-code-license-agreement-D807",{"situation":234,"recommended_template":235,"slug":236},"Granting a partner the right to redistribute or bundle software","Software Reseller Agreement","software-distribution-agreement-D804",{"situation":238,"recommended_template":239,"slug":240},"Transferring all rights to software permanently to a buyer","Software Assignment Agreement","copyright-assignment-for-software-D760",{"situation":242,"recommended_template":243,"slug":244},"Commissioning a contractor to build custom software for your company","Software Development Agreement","custom-software-development-agreement-D787",{"situation":246,"recommended_template":247,"slug":232},"Providing an open-source project under a permissive or copyleft license","Open Source Contributor License Agreement",[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 permission to another party to use it under defined terms.",{"term":253,"definition":254},"Licensee","The party that receives the right to use the software under the terms set out in the agreement.",{"term":256,"definition":257},"Grant of License","The clause that formally conveys to the licensee the specific rights — personal, non-exclusive, non-transferable, for example — under which the software may be used.",{"term":259,"definition":260},"Intellectual Property (IP) Ownership","A clause confirming that the licensor retains all copyright, patents, trade secrets, and other IP rights in the software, regardless of customization or integration by the licensee.",{"term":262,"definition":263},"Permitted Use","The specific purposes, user counts, devices, or locations for which the licensee is authorized to run the software.",{"term":265,"definition":266},"Warranty Disclaimer","A clause stating that the software is provided 'as is' without warranties of merchantability, fitness for a particular purpose, or non-infringement — limiting the licensor's liability for defects.",{"term":268,"definition":269},"Limitation of Liability","A cap — typically the fees paid in the prior 12 months — on the total damages either party can recover under the agreement.",{"term":271,"definition":272},"Audit Right","The licensor's contractual right to inspect the licensee's systems or records to verify that software usage complies with the license scope and user limits.",{"term":274,"definition":275},"Sublicense","Permission granted by the licensee to a third party to use the software — prohibited by default in most license agreements unless explicitly authorized.",{"term":277,"definition":278},"Termination for Cause","The right to end the agreement immediately if the other party materially breaches the contract — such as exceeding licensed user counts or reverse-engineering the software.",{"term":280,"definition":281},"Escrow (Source Code Escrow)","An arrangement where the software's source code is held by a neutral third party and released to the licensee only if the licensor ceases operations or fails to maintain the software.",{"term":283,"definition":284},"Indemnification","A clause requiring one party to compensate the other for losses arising from specific events — typically, the licensor indemnifying the licensee against third-party IP infringement claims.",[286,291,296,301,306,311,316,321,326,331],{"name":287,"plain_english":288,"sample_language":289,"common_mistake":290},"Parties and recitals","Identifies the licensor and licensee as legal entities, states the effective date, and briefly describes the software being licensed.","This Software License Agreement ('Agreement') is entered into as of [EFFECTIVE DATE] between [LICENSOR LEGAL NAME], a [STATE/COUNTRY] [ENTITY TYPE] ('Licensor'), and [LICENSEE LEGAL NAME], a [STATE/COUNTRY] [ENTITY TYPE] ('Licensee'). Licensor owns and wishes to license the software described in Exhibit A ('Software').","Using a trade name or product brand instead of the registered legal entity name. If enforcement is ever needed, the contracting party must match the legal entity that owns the IP.",{"name":292,"plain_english":293,"sample_language":294,"common_mistake":295},"Grant of license","Specifies the exact rights granted — non-exclusive, non-transferable, limited to a defined number of users or installations — and the permitted purposes.","Licensor grants Licensee a non-exclusive, non-transferable, revocable license to install and use the Software solely for Licensee's internal business purposes on up to [NUMBER] authorized devices during the Term.","Omitting 'non-exclusive' and 'non-transferable.' Without these qualifiers, a licensee could argue they hold an exclusive right or the right to assign the license to another company.",{"name":297,"plain_english":298,"sample_language":299,"common_mistake":300},"Restrictions on use","Lists what the licensee cannot do — reverse engineer, decompile, sublicense, modify, resell, or use the software outside the licensed scope.","Licensee shall not: (a) reverse engineer, decompile, or disassemble the Software; (b) sublicense, sell, or transfer the Software to any third party; (c) use the Software to develop a competing product; or (d) remove or alter any proprietary notices.","Listing generic restrictions copied from consumer EULAs without tailoring them to the specific use case. A B2B enterprise license needs restrictions calibrated to integration, API access, and data export — not just 'don't copy the disc.'",{"name":302,"plain_english":303,"sample_language":304,"common_mistake":305},"Intellectual property ownership","Confirms that the licensor retains all copyright, patents, and trade secrets in the software, and that any feedback or suggestions the licensee provides become the licensor's property.","Licensor retains all right, title, and interest in and to the Software, including all intellectual property rights. Nothing in this Agreement transfers ownership of the Software or any portion thereof to Licensee. Any feedback provided by Licensee regarding the Software is hereby assigned to Licensor.","Omitting the feedback assignment clause. Without it, a customer who suggests a feature may assert co-ownership of the resulting code under copyright law in some jurisdictions.",{"name":307,"plain_english":308,"sample_language":309,"common_mistake":310},"Fees, payment, and license term","States the license fee or subscription price, payment schedule, renewal terms, and the duration of the license — perpetual, annual, or otherwise.","Licensee shall pay the License Fee of $[AMOUNT] per [YEAR / MONTH] within [30] days of invoice. This Agreement commences on [START DATE] and continues for [TERM], renewing automatically for successive [1-YEAR] periods unless either party provides [60] days' written notice of non-renewal.","Using auto-renewal language without specifying a meaningful notice period for cancellation. Courts in several jurisdictions have voided auto-renewal clauses where the notice period was so short as to be unreasonable.",{"name":312,"plain_english":313,"sample_language":314,"common_mistake":315},"Warranties and disclaimer","States any limited warranty the licensor provides — typically that the software will perform materially as documented — and disclaims all other warranties.","Licensor warrants that the Software will perform materially in accordance with the Documentation for [90] days from delivery ('Warranty Period'). EXCEPT AS STATED ABOVE, THE SOFTWARE IS PROVIDED 'AS IS.' LICENSOR DISCLAIMS ALL OTHER WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.","Writing an overly broad warranty that promises the software will be error-free or uninterrupted. No software is error-free; this language gives the licensee grounds to terminate and claim damages on the first bug report.",{"name":317,"plain_english":318,"sample_language":319,"common_mistake":320},"Limitation of liability","Caps the total damages either party can claim under the agreement — typically at the fees paid in the prior 12 months — and excludes indirect and consequential damages.","IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE FEES PAID BY LICENSEE IN THE [12] MONTHS PRECEDING THE CLAIM. NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.","Failing to write the limitation clause in ALL CAPS or otherwise conspicuous text. Several US states (including Texas) require conspicuous formatting for liability disclaimers to be enforceable against consumers.",{"name":322,"plain_english":323,"sample_language":324,"common_mistake":325},"Confidentiality","Obliges both parties to protect the other's non-public information — source code, pricing, documentation, and business data — from disclosure to third parties.","Each party agrees to hold the other's Confidential Information in strict confidence and not to disclose it to any third party without prior written consent. 'Confidential Information' excludes information that is publicly known, independently developed, or rightfully received from a third party.","Relying solely on a separate NDA and omitting confidentiality from the license agreement itself. If the NDA expires or is superseded, the license agreement must stand on its own to protect source code and proprietary documentation.",{"name":327,"plain_english":328,"sample_language":329,"common_mistake":330},"Termination","Defines when either party may end the agreement — for cause on material breach, for convenience on notice, or automatically on insolvency — and what the licensee must do upon termination.","Either party may terminate this Agreement for cause upon [30] days' written notice if the other party materially breaches and fails to cure within [30] days. Upon termination, Licensee shall immediately cease all use of the Software and certify in writing that all copies have been deleted or destroyed.","No post-termination obligations for the licensee. Without a deletion or return requirement, a licensee may continue using the software indefinitely after termination, with no clear legal mechanism to stop them.",{"name":332,"plain_english":333,"sample_language":334,"common_mistake":335},"Governing law and dispute resolution","Specifies which jurisdiction's law governs the agreement and whether disputes go to arbitration, mediation, or court — and where.","This Agreement is governed by the laws of [STATE / PROVINCE / COUNTRY], without regard to conflict-of-law principles. Any dispute shall be resolved by binding arbitration administered by [AAA / JAMS / ICC] in [CITY], except that either party may seek injunctive relief in any court of competent jurisdiction.","Choosing a governing law in a jurisdiction with no meaningful connection to either party. Courts in some US states and EU member countries will apply local law regardless of the contract's choice-of-law clause, especially for consumer-facing software.",[337,342,347,352,357,362,367,372],{"step":338,"title":339,"description":340,"tip":341},1,"Identify the parties using legal entity names","Enter the full registered legal name, state or country of incorporation, and entity type (LLC, Inc., Ltd.) for both licensor and licensee. Add the effective date of the agreement.","Cross-reference your corporate registry or certificate of incorporation to confirm the exact legal name before the document is signed.",{"step":343,"title":344,"description":345,"tip":346},2,"Define the software in Exhibit A","Attach a schedule that identifies the software by name, version number, and a brief functional description. If the license covers a SaaS platform, specify the URL and any included modules or tiers.","Vague software descriptions create scope disputes. Specify version numbers — or state 'all versions released during the Term' — so there is no ambiguity about what is covered.",{"step":348,"title":349,"description":350,"tip":351},3,"Specify the license scope and user limits","Choose the license type — named-user, concurrent-user, site-wide, or OEM — and enter the maximum permitted user count, device count, or installation locations. State whether internal use only or commercial redistribution is permitted.","If the licensee is a corporation, clarify whether affiliates and subsidiaries are included in the license scope or require separate agreements.",{"step":353,"title":354,"description":355,"tip":356},4,"Set fees, payment terms, and renewal structure","Enter the license fee, billing frequency, payment due date relative to invoice, and the auto-renewal notice period. For multi-year deals, specify annual escalation clauses if applicable.","State the currency explicitly for any cross-border arrangement. USD and CAD, or GBP and EUR, are easy to confuse on international invoices.",{"step":358,"title":359,"description":360,"tip":361},5,"Configure the warranty period and scope","Enter the warranty period (typically 30–90 days) and confirm what the warranty covers — that the software will perform materially as documented. Add the exclusive remedy (e.g., correction of defects or refund) if the warranty is breached.","Keep the warranty narrow and specific. A 90-day functionality warranty is defensible; an open-ended promise that software is 'fit for purpose' creates unlimited exposure.",{"step":363,"title":364,"description":365,"tip":366},6,"Set the limitation of liability cap","Enter the liability cap amount — typically the fees paid in the prior 12 months — and confirm that indirect and consequential damages are excluded for both parties.","Format the disclaimer and limitation clause in ALL CAPS or bold to meet conspicuous-notice requirements in US and UK jurisdictions.",{"step":368,"title":369,"description":370,"tip":371},7,"Choose governing law and dispute resolution forum","Select the governing jurisdiction and confirm whether disputes go to arbitration, mediation, or litigation. Enter the arbitration body (e.g., AAA, JAMS, or ICC) and the seat city.","For US-based SaaS companies licensing to EU customers, be aware that GDPR data processing terms may need to be added as a separate data processing agreement — the license agreement alone is insufficient.",{"step":373,"title":374,"description":375,"tip":376},8,"Execute before deployment or access is granted","Both parties must sign the agreement before the licensee installs the software or receives access credentials. For click-wrap EULAs, the acceptance mechanism must be logged with a timestamp.","Use an e-signature tool to timestamp execution and retain a fully-executed copy. Oral agreements to proceed before signing are unenforceable for IP-related restrictions in most jurisdictions.",[378,382,386,390,394,398],{"mistake":379,"why_it_matters":380,"fix":381},"Granting an exclusive license unintentionally","Omitting the word 'non-exclusive' from the grant clause can allow a licensee to argue they hold the sole right to use the software, blocking the licensor from licensing it to anyone else.","Always include 'non-exclusive' in the grant clause unless you are deliberately and knowingly granting an exclusive license with corresponding premium pricing.",{"mistake":383,"why_it_matters":384,"fix":385},"No post-termination deletion requirement","Without an obligation to delete or certify destruction of all copies, a terminated licensee faces no concrete legal duty to stop using the software, making enforcement practically difficult.","Add a clause requiring the licensee to certify in writing within 10 business days of termination that all copies of the software have been permanently deleted or returned.",{"mistake":387,"why_it_matters":388,"fix":389},"Warranty language that promises error-free performance","Promising that software will be 'free from defects' or 'uninterrupted' sets a standard no software can meet, giving the licensee grounds for a breach claim on the first incident.","Limit the warranty to material conformance with the documentation during a defined period (30–90 days) and specify that the exclusive remedy is defect correction or fee refund.",{"mistake":391,"why_it_matters":392,"fix":393},"Omitting a feedback and suggestions assignment clause","A customer who submits detailed feature requests or bug reports may claim co-authorship of resulting code under copyright law in some jurisdictions, creating an IP ownership dispute.","Include a clause stating that all feedback, suggestions, and improvement ideas provided by the licensee are irrevocably assigned to the licensor as work product.",{"mistake":395,"why_it_matters":396,"fix":397},"Using a limitation of liability clause without conspicuous formatting","Several US states and UK consumer protection rules require disclaimers and liability caps to be prominently displayed; a clause buried in standard-size text may be struck down as unenforceable.","Format all warranty disclaimers and liability limitation clauses in ALL CAPS or bold type, and place them in a visually distinct section of the agreement.",{"mistake":399,"why_it_matters":400,"fix":401},"No audit right for multi-user or enterprise licenses","Without an audit right, a licensor has no contractual mechanism to verify whether the licensee has exceeded their licensed user count or deployed the software beyond the agreed scope.","Include an audit right allowing the licensor to inspect relevant records once per year on reasonable notice, with costs borne by the licensee if underpayment of more than 5% is discovered.",[403,406,409,412,415,418,421,424,427],{"question":404,"answer":405},"What is a software license agreement?","A software license agreement is a legally binding contract between the software owner (licensor) and a user or organization (licensee) that defines the terms under which the software may be installed, accessed, and used. It confirms that the licensor retains IP ownership, specifies permitted use and user limits, sets payment terms, and addresses warranties, liability, and termination — without transferring any ownership of the software itself.\n",{"question":407,"answer":408},"What is the difference between a software license agreement and an EULA?","A software license agreement is typically a negotiated B2B contract between two identified parties — the licensor and a named business customer. An end user license agreement (EULA) is a standardized, non-negotiated agreement presented to individual end users at installation or sign-up, usually accepted by clicking 'I Agree.' EULAs cover consumer and small-business software broadly; a software license agreement governs enterprise, OEM, or custom deployment arrangements where terms are specifically negotiated.\n",{"question":410,"answer":411},"Do I need a software license agreement if I already have terms of service?","Terms of service govern the general use of a website or online platform and focus on acceptable use, data handling, and content policies. A software license agreement specifically addresses IP ownership, installation rights, user limits, warranty disclaimers, and software-specific restrictions. For any arrangement where a licensee installs software on their own infrastructure or receives API access for integration purposes, a dedicated software license agreement provides more comprehensive and enforceable protection than terms of service alone.\n",{"question":413,"answer":414},"What happens if a licensee exceeds the number of licensed users?","Exceeding the licensed user count is typically a material breach of the agreement, giving the licensor the right to invoice for the additional users, suspend access, or terminate the contract after a cure period. Without an audit right clause, however, the licensor has no contractual mechanism to discover or verify the overage. Including an audit right and a true-up pricing schedule at contract execution gives both parties clear expectations and avoids disputes.\n",{"question":416,"answer":417},"Can a licensee sublicense or transfer the software to another company?","No — unless the agreement explicitly permits it. Most software license agreements restrict sublicensing and assignment to protect the licensor's pricing structure and customer relationships. A licensee seeking to extend access to affiliates, subsidiaries, or third-party contractors should negotiate explicit language covering those scenarios before signing, not after. Without such language, granting third-party access is a breach of contract.\n",{"question":419,"answer":420},"Is a software license agreement enforceable internationally?","Generally yes, when properly drafted with a choice-of-law clause and a dispute resolution mechanism. However, certain jurisdictions impose mandatory consumer protections and data handling requirements that override contractual terms — the EU's GDPR requires a separate data processing agreement for any personal data processed through the software, regardless of what the license agreement says. Engaging local counsel when licensing into the EU, Canada, or Australia is advisable for commercial arrangements above low transaction values.\n",{"question":422,"answer":423},"What is source code escrow and when should I require it?","Source code escrow is an arrangement where the licensor deposits the software's source code with a neutral third party, who releases it to the licensee only if the licensor ceases operations, enters insolvency, or fails to maintain the software as required. Licensees running mission-critical business operations on third-party software should negotiate escrow as a condition of any multi-year enterprise license, particularly when the vendor is a startup or privately held company with no track record of stability.\n",{"question":425,"answer":426},"What should the limitation of liability cap be set at?","The most common cap in B2B software license agreements is the total fees paid by the licensee in the 12 months preceding the claim. For high-value enterprise deals, licensees often push for a higher cap — one to three times annual fees — especially where the software underpins revenue-critical operations. Licensors of consumer-facing software should check jurisdiction- specific minimums: some EU member states and Canadian provinces prohibit liability exclusions that leave consumers without a meaningful remedy.\n",{"question":428,"answer":429},"Does a software license agreement need to be signed by both parties?","Yes, for a negotiated B2B agreement to be fully enforceable. Click-wrap agreements accepted digitally by an authorized representative are generally enforceable in the US, UK, and Canada, but a countersigned agreement provides stronger evidentiary footing in disputes, particularly for high- value or multi-year enterprise arrangements. For agreements involving IP assignment, audit rights, or non-standard restrictions, wet or electronic signatures from authorized signatories on both sides are strongly recommended.\n",[431,435,439,443],{"industry":432,"icon_asset_id":433,"specifics":434},"SaaS / Technology","industry-saas","API rate limits, data processing addendums for GDPR compliance, uptime SLA references, and per-seat or usage-based pricing tiers integrated into the license grant.",{"industry":436,"icon_asset_id":437,"specifics":438},"Financial Services","industry-fintech","Regulatory compliance obligations, audit trail requirements, enhanced data security standards, and indemnification for financial loss resulting from software errors.",{"industry":440,"icon_asset_id":441,"specifics":442},"Healthcare / MedTech","industry-healthtech","HIPAA business associate agreement requirements, FDA software classification considerations, and heightened liability caps given patient-safety implications.",{"industry":444,"icon_asset_id":445,"specifics":446},"Manufacturing and Industrial","industry-manufacturing","Embedded or OEM licensing for software integrated into physical products, firmware update rights, field-deployment restrictions, and export control compliance clauses.",[448,451,454,458],{"vs":243,"vs_template_id":449,"summary":450},"software-development-agreement-D12688","A software development agreement governs the creation of custom software — who owns the resulting code, the development timeline, milestones, and acceptance testing. A software license agreement governs how existing software may be used after it is built. You typically need a development agreement first, then a license agreement to govern how the finished product is distributed or deployed.",{"vs":227,"vs_template_id":452,"summary":453},"D{SAAS_SUBSCRIPTION_ID}","A SaaS subscription agreement governs cloud-hosted software accessed over the internet, where the licensee never installs or hosts the software themselves. A software license agreement typically covers on-premise installation or hybrid deployments. SaaS agreements place more emphasis on uptime SLAs, data portability, and service credits, while license agreements focus on installation rights and version control.",{"vs":455,"vs_template_id":456,"summary":457},"Non-Disclosure Agreement","non-disclosure-agreement-nda-D12692","An NDA protects confidential information shared during discussions or evaluations but does not grant any rights to use the software. A software license agreement grants usage rights and includes confidentiality obligations as one of several clauses. For a software evaluation or proof-of-concept engagement, you typically need both — an NDA first, then a license agreement if the relationship proceeds.",{"vs":118,"vs_template_id":459,"summary":460},"independent-contractor-agreement-D160","An independent contractor agreement governs the relationship with a developer or consultant building or maintaining the software and determines IP ownership of what they create. A software license agreement governs what a third party may do with the finished software product. Both documents may be needed simultaneously: the contractor agreement to secure IP ownership, the license agreement to distribute the resulting product.",{"use_template":462,"template_plus_review":466,"custom_drafted":470},{"best_for":463,"cost":464,"time":465},"Independent developers and early-stage SaaS companies licensing to small business customers under standard terms","Free","30–60 minutes",{"best_for":467,"cost":468,"time":469},"SaaS companies licensing to enterprise customers, multi-jurisdiction deployments, or arrangements involving sensitive data or IP","$500–$1,500","2–5 days",{"best_for":471,"cost":472,"time":473},"OEM licensing, embedded software in regulated industries, cross-border enterprise agreements, or arrangements with material indemnification exposure","$2,000–$8,000+","2–4 weeks",[475,480,485,490],{"code":476,"name":477,"flag_asset_id":478,"note":479},"us","United States","flag-us","Software licensing in the US is governed primarily by state contract law and the Copyright Act. The Uniform Computer Information Transactions Act (UCITA) has been adopted only in Maryland and Virginia; most states apply general UCC and common-law principles. Warranty disclaimers and limitation of liability clauses must be 'conspicuous' — typically ALL CAPS — to be enforceable in many states. California's consumer protection laws impose additional restrictions on click-wrap EULAs for consumer-facing software.",{"code":481,"name":482,"flag_asset_id":483,"note":484},"ca","Canada","flag-ca","Canada has no federal equivalent to the US Copyright Act's software licensing provisions; licensing is governed by the Copyright Act (federal) and provincial contract law. Quebec's Civil Code applies distinct rules from common-law provinces, and consumer contracts must be in French for Quebec-based end users under the Charter of the French Language. PIPEDA and provincial privacy laws (including Quebec Law 25) impose data handling obligations that typically require a separate data processing addendum for any software processing personal information.",{"code":486,"name":487,"flag_asset_id":488,"note":489},"uk","United Kingdom","flag-uk","Software licensing in the UK is governed by the Copyright, Designs and Patents Act 1988 and general contract law. The Unfair Contract Terms Act 1977 and the Consumer Rights Act 2015 impose reasonableness requirements on exclusion and limitation clauses, particularly in consumer-facing agreements. Post-Brexit, UK GDPR operates separately from EU GDPR and requires its own data processing terms for software processing personal data of UK residents. Software-as-a-service arrangements may also attract VAT obligations depending on the customer's location.",{"code":491,"name":492,"flag_asset_id":493,"note":494},"eu","European Union","flag-eu","The EU Software Directive (2009/24/EC) grants licensees the right to make a backup copy and to observe, study, and test the software's functioning without restriction, regardless of contractual prohibitions. GDPR requires a separate Data Processing Agreement for any software handling EU residents' personal data; the license agreement alone is insufficient. Liability exclusion clauses in consumer contracts are heavily restricted under the Unfair Terms in Consumer Contracts Directive, and several member states (Germany, France, Netherlands) impose additional mandatory protections that override contractual terms.",[244,456,459,496,497,498,499,500,501,502,503,504],"service-agreement-D12711","terms-and-conditions-D12667","data-privacy-policy-D13465","website-service-agreement-terms-of-use-D840","intellectual-property-assignment-D5229","saas-agreement-D12704","data-processing-agreement-D13954","master-service-agreement-D12657","joint-venture-agreement-D889",{"emit_how_to":188,"emit_defined_term":188},{"primary_folder":111,"secondary_folder":507,"document_type":508,"industry":509,"business_stage":510,"tags":511,"confidence":516},"intellectual-property-and-licensing","agreement","software-and-technology","all-stages",[512,508,513,514,515],"intellectual-property","legal","software-license","licensing",0.95,"\u003Ch2>What is a Software License Agreement?\u003C/h2>\n\u003Cp>A \u003Cstrong>Software License Agreement\u003C/strong> is a legally binding contract between a software owner (the licensor) and a user or organization (the licensee) that defines the precise terms under which the software may be installed, accessed, copied, and used. Unlike a sale, a software license never transfers ownership of the underlying code — the licensor retains all intellectual property rights while granting the licensee a defined, conditional right to use the product. The agreement specifies who may use the software, on how many devices or for how many users, for what purposes, at what price, and for how long — and it establishes what happens when those boundaries are crossed or the relationship ends.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Distributing or deploying software without a signed license agreement leaves both parties dangerously exposed. A licensor without one has no enforceable mechanism to prevent a licensee from copying the software to unlimited devices, sublicensing it to third parties, reverse-engineering the source code, or continuing to use it after a relationship breaks down. A licensee without one has no documented entitlement to the software at all — meaning the licensor could revoke access at any time with no legal recourse. Beyond access rights, the absence of warranty disclaimers and limitation of liability clauses means that a single bug causing business disruption could generate uncapped damages claims. For SaaS companies licensing to business customers, the gap is even sharper: without a signed agreement, data handling obligations, audit rights, and termination procedures are undefined, creating compliance exposure under GDPR, HIPAA, and equivalent frameworks. This template gives licensors and licensees a clear, enforceable foundation that protects IP ownership, caps financial exposure, and eliminates the ambiguity that makes software disputes expensive to resolve.\u003C/p>\n",1778773492620]