[{"data":1,"prerenderedAt":468},["ShallowReactive",2],{"document-source-code-license-agreement-short-form-D809":3},{"document":4,"label":21,"preview":11,"thumb":22,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":23,"breadcrumb":27,"related":35,"customDescModule":174,"customdescription":6,"mdFm":175,"mdProseHtml":467},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":20},"SOURCE CODE LICENSE AGREEMENT This Source Code License Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Licensor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Licensee\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS Licensor and Licensee have entered into a license agreement dated [SPECIFY], under which Licensor agreed to provide maintenance and support to Licensee for certain software developed by Licensor (such software, hereinafter referred to as the \"Licensed Software\"). WHEREAS Licensor agrees to provide, and Licensee agrees to receive, those source code materials as more particularly described in this agreement in order that Licensee may provide for its own internal requirements to maintain and support the Licensed Software. NOW THEREFORE, in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration (the receipt and adequacy of which are hereby acknowledged), Licensor and Licensee agree as follows: PROVISION OF SOURCE CODE MATERIALS Upon request by Licensee, Licensor shall provide to Licensee (or Licensee's courier), at Licensor's offices in during normal business hours, the Source Code Materials. The cost of transport of the Source Code Materials to Licensee's offices in [CITY, STATE/PROVINCE] shall be at Licensee's sole expense. \"Source Code Materials\" means a complete copy of: the source code version of the Application Software in each of: machine-readable form on machine-readable storage medium suitable for long term storage and compatible with the computer system being used by Licensee and which, when compiled, will produce the object code version of the Application Software; and in human-readable form with annotations on bond paper; and all applicable documentation and other explanatory materials, if any, in Licensor's possession, including any programmer's notes, technical or otherwise, for the Application Software as may be reasonably required by Licensee, using a competent computer programmer possessing ordinary skills and experience, to further develop, maintain and operate the Application Software without further recourse to Licensor including, but not necessarily limited to, general flow-charts, input and output layouts, field descriptions, volumes and sort sequence, data dictionary, file layouts, processing requirements and calculation formula and the details of all algorithms. GRANT OF LICENSE Licensor hereby grants to Licensee a royalty-free, perpetual, personal, non-exclusive, non-transferable license to use the Source Code Materials solely to maintain and support the object code version of the Licensed Software for its own internal use and the internal use of its affiliates. This license shall be restricted to allowing Licensee to: make only those copies of the Source Code Materials that the Licensee reasonably requires to maintain and update the Application Software; make revisions to the Source Code Materials; recompile versions of the Application Software from the Source Code Materials, which recompiled versions shall be deemed to be Application Software and subject to the terms hereof; and reveal the Source Code Materials, or any part thereof, only to agents, employees or independent contractors of Licensee as required in order to use, maintain, implement, correct or update the Application Software. Licensee agrees to use the Source Code Materials only for its own use and the use of its affiliates and to obtain from any third party to whom disclosure of this information is made pursuant to [SPECIFY], a covenant not to further disclose or make use of the Source Code Materials in any manner whatsoever except as provided in this Section. Upon written request by Licensor, Licensee shall set out in writing the number of, and location of, all copies of the Source Code Materials. REPRESENTATIONS AND WARRANTIES RE SOURCE CODE MATERIALS Licensor acknowledges that the purpose of this Agreement is to provide Licensee the Source Code Materials so that Licensee may provide for its own maintenance and support independent of Licensor. Accordingly, Licensor represents and warrants that:",null,"Source Code License Agreement Short Form","4",55,"doc","https://templates.business-in-a-box.com/imgs/1000px/source-code-license-agreement_short-form-D809.png","https://templates.business-in-a-box.com/imgs/250px/809.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#809.xml",{"title":6,"description":6},[16,19],{"label":17,"url":18},"Software & Technology","/templates/software-technology-business/",{"label":17,"url":18},"source code license agreement short form","Source Code License Agreement Short Form Template","https://templates.business-in-a-box.com/imgs/400px/809.png",[24,16,19],{"label":25,"url":26},"Templates","/templates/",[28,29,32],{"label":25,"url":26},{"label":30,"url":31},"Legal Agreements","/templates/business-legal-agreements/",{"label":33,"url":34},"Intellectual Property & Licensing","/templates/intellectual-property-and-licensing/",[36,40,44,48,52,56,60,64,68,72,76,80,84,101,116,131,146,158],{"label":37,"url":38,"thumb":39,"extension":10},"License Agreement Short Form","/template/license-agreement-short-form-D1027","https://templates.business-in-a-box.com/imgs/250px/1027.png",{"label":41,"url":42,"thumb":43,"extension":10},"Source Code License Agreement","/template/source-code-license-agreement-D807","https://templates.business-in-a-box.com/imgs/250px/807.png",{"label":45,"url":46,"thumb":47,"extension":10},"Source Code Escrow Agreement","/template/source-code-escrow-agreement-D806","https://templates.business-in-a-box.com/imgs/250px/806.png",{"label":49,"url":50,"thumb":51,"extension":10},"License Agreement Long Form","/template/license-agreement-long-form-D1020","https://templates.business-in-a-box.com/imgs/250px/1020.png",{"label":53,"url":54,"thumb":55,"extension":10},"Partnership Agreement Short Form","/template/partnership-agreement-short-form-D900","https://templates.business-in-a-box.com/imgs/250px/900.png",{"label":57,"url":58,"thumb":59,"extension":10},"Source Code License Agreement Fully Paid-Up, Royalty Free","/template/source-code-license-agreement-fully-paid-up-royalty-free-D808","https://templates.business-in-a-box.com/imgs/250px/808.png",{"label":61,"url":62,"thumb":63,"extension":10},"Source Code Trust Agreement 2","/template/source-code-trust-agreement-2-D810","https://templates.business-in-a-box.com/imgs/250px/810.png",{"label":65,"url":66,"thumb":67,"extension":10},"Source Code Trust Agreement Development","/template/source-code-trust-agreement-development-D812","https://templates.business-in-a-box.com/imgs/250px/812.png",{"label":69,"url":70,"thumb":71,"extension":10},"Chief Agent Agreement Short Form","/template/chief-agent-agreement-short-form-D865","https://templates.business-in-a-box.com/imgs/250px/865.png",{"label":73,"url":74,"thumb":75,"extension":10},"Source Code Trust Agreement Licensed Program","/template/source-code-trust-agreement-licensed-program-D813","https://templates.business-in-a-box.com/imgs/250px/813.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},"Debenture Short Form","/template/debenture-short-form-D468","https://templates.business-in-a-box.com/imgs/250px/468.png",{"description":85,"descriptionCustom":6,"label":86,"pages":87,"size":88,"extension":10,"preview":89,"thumb":90,"svgFrame":91,"seoMetadata":92,"parents":94,"keywords":93,"url":100},"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.","Software License Agreement","8",513,"https://templates.business-in-a-box.com/imgs/1000px/software-license-agreement-D12928.png","https://templates.business-in-a-box.com/imgs/250px/12928.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12928.xml",{"title":93,"description":6},"software license agreement",[95,97],{"label":30,"url":96},"business-legal-agreements",{"label":98,"url":99},"License Agreements","license-agreement","/template/software-license-agreement-D12928",{"description":102,"descriptionCustom":6,"label":103,"pages":104,"size":88,"extension":10,"preview":105,"thumb":106,"svgFrame":107,"seoMetadata":108,"parents":110,"keywords":109,"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":109,"description":6},"non disclosure agreement nda",[111,112],{"label":30,"url":96},{"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},"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},[126,128],{"label":17,"url":127},"software-technology-business",{"label":17,"url":127},"custom software development agreement","/template/custom-software-development-agreement-D787",{"description":132,"descriptionCustom":6,"label":133,"pages":134,"size":135,"extension":10,"preview":136,"thumb":137,"svgFrame":138,"seoMetadata":139,"parents":140,"keywords":144,"url":145},"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},[141],{"label":142,"url":143},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",{"description":147,"descriptionCustom":6,"label":148,"pages":134,"size":88,"extension":10,"preview":149,"thumb":150,"svgFrame":151,"seoMetadata":152,"parents":154,"keywords":153,"url":157},"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":153,"description":6},"service agreement",[155,156],{"label":30,"url":96},{"label":30,"url":96},"/template/service-agreement-D12711",{"description":159,"descriptionCustom":6,"label":160,"pages":8,"size":88,"extension":10,"preview":161,"thumb":162,"svgFrame":163,"seoMetadata":164,"parents":166,"keywords":165,"url":173},"INTELLECTUAL PROPERTY INFRINGEMENT REPORTING POLICY INTRODUCTION The Intellectual Property Infringement Reporting Policy of [COMPANY NAME] outlines our commitment to protecting intellectual property rights and preventing infringement within our organization. This Policy defines the procedures for reporting potential intellectual property infringements and establishes our dedication to addressing such matters promptly and responsibly. PURPOSE The purpose of this Policy is to: Define [COMPANY NAME]'s stance on intellectual property protection and infringement prevention. Establish a clear process for employees and stakeholders to report potential intellectual property infringements. Ensure that reported infringements are investigated and addressed in accordance with applicable laws and regulations. DEFINITIONS Intellectual Property (IP): Creations of the mind, including inventions, patents, trademarks, copyrights, trade secrets, and other intangible assets. Intellectual Property Infringement: Unauthorized use, reproduction, distribution, or exploitation of IP belonging to another party, which may include patents, trademarks, copyrights, or trade secrets. REPORTING INTELLECTUAL PROPERTY INFRINGEMENT [COMPANY NAME] encourages all employees, contractors, vendors, and stakeholders to report any suspected intellectual property infringement promptly. Reports may include, but are not limited to: Infringement of patents, trademarks, copyrights, or trade secrets. Unauthorized use or distribution of proprietary software or data. Plagiarism or unauthorized reproduction of copyrighted materials. REPORTING PROCEDURE Employees and stakeholders can report potential intellectual property infringement by following these steps: Contacting their immediate supervisor or manager. Submitting a written report detailing the suspected infringement, including relevant evidence. Utilizing an anonymous reporting mechanism, if available, to protect confidentiality. INVESTIGATION Upon receiving a report of potential intellectual property infringement, [COMPANY NAME] will respond promptly and decisively by initiating an investigation. This investigation will be conducted by individuals or teams within the organization who possess expertise in intellectual property matters. The key aspects of this investigation process include: Prompt Action: The investigation will commence without delay to ensure a timely and thorough examination of the reported infringement. A sense of urgency is maintained to prevent further damage or harm to intellectual property rights. Expertise: [COMPANY NAME] will assign individuals or teams with specialized knowledge and experience in intellectual property law and enforcement. This expertise ensures that the investigation is conducted comprehensively, identifying the extent and nature of the infringement accurately.","Intellectual Property Infringement Reporting Policy","https://templates.business-in-a-box.com/imgs/1000px/intellectual-property-infringement-reporting-policy-D13717.png","https://templates.business-in-a-box.com/imgs/250px/13717.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13717.xml",{"title":165,"description":6},"intellectual property infringement reporting policy",[167,170],{"label":168,"url":169},"Human Resources","human-resources",{"label":171,"url":172},"Company Policies","company-policies","/template/intellectual-property-infringement-reporting-policy-D13717",false,{"seo":176,"reviewer":186,"legal_disclaimer":174,"quick_facts":190,"at_a_glance":192,"personas":196,"variants":221,"glossary":248,"fields":279,"how_to_fill":324,"common_mistakes":360,"faqs":377,"industries":402,"comparisons":419,"diy_vs_pro":431,"related_template_ids_curated":444,"schema":454,"classification":456},{"meta_title":177,"meta_description":178,"primary_keyword":179,"secondary_keywords":180,"family":179,"is_canonical":174},"Source Code License Agreement Short Form Template | BIB","Free source code license agreement short form template. Define usage rights, restrictions, and royalties for software licensing.","source code license agreement template",[20,181,182,183,184,185],"source code licensing template word","software source code license form","source code license template free","software license agreement short form","source code usage rights agreement",{"name":187,"credential":188,"reviewed_date":189},"Bruno Goulet","CEO, Business in a Box","2026-05-02",{"difficulty":191,"legal_review_recommended":174,"signature_required":174},"easy",{"what_it_is":193,"when_you_need_it":194,"whats_inside":195},"A Source Code License Agreement Short Form is a concise document that grants a licensee the right to access, use, and modify a licensor's software source code under defined conditions. This free Word download covers the essential fields — parties, licensed code, permitted uses, restrictions, fees, and termination — in a single page you can fill out online and export as PDF in minutes.\n","Use it when sharing proprietary source code with a partner, client, or contractor who needs access to build, integrate, or modify software, but where a full multi-page software license agreement is more than the situation requires.\n","Licensor and licensee identification, a description of the licensed code, grant of rights with explicit permitted and prohibited uses, fee and royalty terms, confidentiality obligations, and termination conditions.\n",[197,201,205,209,213,217],{"title":198,"use_case":199,"icon_asset_id":200},"Independent software developers","Licensing proprietary code to a client while retaining ownership","persona-freelancer",{"title":202,"use_case":203,"icon_asset_id":204},"SaaS founders","Granting a partner limited access to integrate a core module","persona-startup-founder",{"title":206,"use_case":207,"icon_asset_id":208},"Software agencies","Formalizing code hand-off terms with clients at project close","persona-agency",{"title":210,"use_case":211,"icon_asset_id":212},"CTOs and engineering managers","Documenting internal or third-party code-sharing arrangements","persona-cto",{"title":214,"use_case":215,"icon_asset_id":216},"Small business owners","Acquiring the right to use a vendor's source code for a specific purpose","persona-small-business-owner",{"title":218,"use_case":219,"icon_asset_id":220},"Technology consultants","Providing client access to a reusable codebase on a project basis","persona-consultant",[222,225,228,232,236,240,244],{"situation":223,"recommended_template":7,"slug":224},"Simple one-off code sharing with a contractor or client","source-code-license-agreement-short-form-D809",{"situation":226,"recommended_template":86,"slug":227},"Ongoing commercial software licensing with royalties","software-license-agreement-D12928",{"situation":229,"recommended_template":230,"slug":231},"Distributing open-source code with contribution terms","Open Source Software License","source-code-license-agreement-D807",{"situation":233,"recommended_template":234,"slug":235},"Granting a reseller the right to sublicense your software","Software Reseller Agreement","software-distribution-agreement-D804",{"situation":237,"recommended_template":238,"slug":239},"Hiring a developer to build software owned by your company","Software Development Agreement","custom-software-development-agreement-D787",{"situation":241,"recommended_template":242,"slug":243},"Protecting source code shared under an NDA before licensing","Non-Disclosure Agreement (NDA)","non-disclosure-agreement-nda-D12692",{"situation":245,"recommended_template":246,"slug":247},"Transferring full ownership of source code to a buyer","Intellectual Property Assignment Agreement","intellectual-property-assignment-D5229",[249,252,255,258,261,264,267,270,273,276],{"term":250,"definition":251},"Licensor","The party that owns the source code and grants the right to use it under defined terms.",{"term":253,"definition":254},"Licensee","The party receiving the right to access, use, or modify the source code under the agreement.",{"term":256,"definition":257},"Source Code","Human-readable programming instructions written in a programming language, before compilation into machine-executable code.",{"term":259,"definition":260},"Grant of Rights","The specific permissions given to the licensee — such as the right to use, copy, modify, or distribute the source code within stated limits.",{"term":262,"definition":263},"Exclusive License","A grant where only the named licensee may exercise the stated rights; the licensor cannot grant the same rights to anyone else during the term.",{"term":265,"definition":266},"Non-Exclusive License","A grant that allows the licensor to simultaneously license the same code to multiple parties.",{"term":268,"definition":269},"Derivative Work","A new work based on the licensed source code — such as a modified version or a product that incorporates the code.",{"term":271,"definition":272},"Sublicense","Permission for the licensee to grant usage rights in the source code to a third party, only if explicitly authorized by the licensor.",{"term":274,"definition":275},"Royalty","A recurring fee paid to the licensor, typically calculated as a percentage of revenue or a fixed amount per unit sold or deployed.",{"term":277,"definition":278},"Termination for Cause","Cancellation of the license due to a specific breach — such as exceeding permitted use or sharing the code without authorization.",[280,285,290,294,299,304,309,314,319],{"name":281,"plain_english":282,"sample_language":283,"common_mistake":284},"Licensor and Licensee Identification","Full legal names, addresses, and contact details of both the code owner and the party receiving access.","Licensor: [COMPANY NAME], [ADDRESS], [EMAIL]. Licensee: [COMPANY NAME], [ADDRESS], [EMAIL].","Using a trade name instead of the registered legal entity name — this makes the agreement difficult to enforce if a dispute arises.",{"name":286,"plain_english":287,"sample_language":288,"common_mistake":289},"Description of Licensed Code","A precise identification of the source code being licensed — name, version, repository location, or file manifest.","Licensed Code: [SOFTWARE NAME], Version [X.X], as stored at [REPOSITORY URL / ATTACHED AS EXHIBIT A].","Describing the code too broadly (e.g., 'all software developed by licensor') — this unintentionally covers unrelated codebases.",{"name":259,"plain_english":291,"sample_language":292,"common_mistake":293},"States exactly what the licensee is permitted to do with the code — use, copy, modify, integrate, or distribute — and whether the license is exclusive or non-exclusive.","Licensor grants Licensee a [non-exclusive / exclusive], non-transferable license to [use / modify / integrate] the Licensed Code solely for [PURPOSE].","Omitting whether the license is exclusive or non-exclusive — the licensor may inadvertently be prevented from licensing the same code to other parties.",{"name":295,"plain_english":296,"sample_language":297,"common_mistake":298},"Permitted Use and Restrictions","Defines the specific purpose for which the code may be used and lists prohibited activities such as redistribution, sublicensing, or reverse engineering.","Licensee may use the Licensed Code solely for [INTERNAL USE / INTEGRATION INTO LICENSEE'S PRODUCT]. Licensee may not sublicense, sell, or publicly distribute the Licensed Code or any Derivative Works without prior written consent.","Listing restrictions without a consequence clause — a breach of restriction with no specified remedy is difficult to enforce.",{"name":300,"plain_english":301,"sample_language":302,"common_mistake":303},"License Fee and Royalties","States the one-time fee, recurring royalty rate, payment schedule, and currency for the license.","Licensee shall pay Licensor a one-time license fee of $[AMOUNT] due on [DATE], plus a royalty of [X]% of net revenue attributable to products incorporating the Licensed Code, payable [QUARTERLY / MONTHLY].","Leaving the fee field blank when the license is intended to be paid — a missing fee term makes the license appear gratuitous, which affects tax treatment and enforceability of restrictions.",{"name":305,"plain_english":306,"sample_language":307,"common_mistake":308},"Confidentiality Obligation","Requires the licensee to keep the source code and any related documentation confidential and restrict access to authorized personnel only.","Licensee shall treat the Licensed Code as confidential, disclose it only to employees or contractors with a need to know, and require such persons to be bound by confidentiality obligations at least as protective as those in this Agreement.","Omitting confidentiality entirely on the assumption the code is protected by copyright alone — without a confidentiality clause, there is no contractual basis to pursue a breach-of-confidence claim.",{"name":310,"plain_english":311,"sample_language":312,"common_mistake":313},"Term and Termination","States how long the license lasts and the conditions under which either party may end it, including breach, insolvency, or written notice.","This Agreement commences on [START DATE] and continues for [X] years unless earlier terminated. Either party may terminate upon [30] days' written notice. Licensor may terminate immediately upon Licensee's material breach of Sections [X] or [X].","No automatic termination trigger for breach — without one, the licensor must rely on a general termination notice period even when the licensee is actively misusing the code.",{"name":315,"plain_english":316,"sample_language":317,"common_mistake":318},"Effect of Termination","Specifies what the licensee must do when the agreement ends — typically deleting all copies of the code and certifying destruction in writing.","Upon termination, Licensee shall immediately cease all use of the Licensed Code, destroy all copies in its possession, and provide Licensor with written certification of such destruction within [10] business days.","Requiring return of the code without addressing deletion of copies — the licensee returns one copy but retains backups, defeating the clause entirely.",{"name":320,"plain_english":321,"sample_language":322,"common_mistake":323},"Governing Law","Identifies the jurisdiction whose laws apply to the agreement and where disputes will be resolved.","This Agreement shall be governed by the laws of [STATE / PROVINCE / COUNTRY]. Any dispute shall be resolved in the courts of [CITY, STATE].","Choosing a governing jurisdiction with no connection to either party — courts may decline to apply foreign law and default to the jurisdiction where the dispute is filed.",[325,330,335,340,345,350,355],{"step":326,"title":327,"description":328,"tip":329},1,"Identify both parties with full legal names","Enter the registered legal name, address, and contact email for both the licensor and the licensee. Confirm the licensor is the actual legal owner of the source code.","If a freelancer wrote the code, confirm IP ownership has already been assigned to the licensor's entity before executing this agreement.",{"step":331,"title":332,"description":333,"tip":334},2,"Describe the licensed code precisely","Name the software, include the version number, and reference a repository URL or attach a file manifest as Exhibit A. Specificity prevents scope disputes later.","A GitHub commit hash or release tag is the most precise identifier for a versioned codebase.",{"step":336,"title":337,"description":338,"tip":339},3,"Define the grant of rights and restrictions","State clearly whether the license is exclusive or non-exclusive, what the licensee may do (use, modify, integrate), and what is prohibited (redistribute, sublicense, sell).","If the licensee only needs to run the software — not modify it — limit the grant to 'use' only. A modify right is much broader.",{"step":341,"title":342,"description":343,"tip":344},4,"Set the fee and royalty terms","Enter the one-time license fee, recurring royalty percentage (if any), payment schedule, and currency. If the license is free, write '$0' explicitly rather than leaving the field blank.","Tie royalty payments to net revenue rather than gross to account for returns, taxes, and payment processor fees.",{"step":346,"title":347,"description":348,"tip":349},5,"Add the confidentiality obligation","Specify that the licensee must treat the source code as confidential, limit access to authorized personnel, and bind those personnel to equivalent obligations.","Reference any existing NDA between the parties so confidentiality obligations stack rather than conflict.",{"step":351,"title":352,"description":353,"tip":354},6,"State the term and termination conditions","Set the start date, license duration, notice period for voluntary termination, and the specific breaches that trigger immediate termination without notice.","For short-term project licenses, a fixed end date is cleaner than an open-ended term with a notice period.",{"step":356,"title":357,"description":358,"tip":359},7,"Specify the effect of termination and governing law","Require deletion and written certification of all code copies upon termination, then select the governing jurisdiction closest to the licensor's place of business.","Include a survival clause listing which obligations — confidentiality, IP ownership — continue after the agreement ends.",[361,365,369,373],{"mistake":362,"why_it_matters":363,"fix":364},"Omitting exclusivity language","Without stating whether the license is exclusive or non-exclusive, the licensor may inadvertently be contractually blocked from licensing the same code to other customers.","Explicitly label the grant as exclusive or non-exclusive in the Grant of Rights field and confirm the choice reflects your commercial intent.",{"mistake":366,"why_it_matters":367,"fix":368},"Leaving the licensed code description vague","A description like 'all software owned by licensor' can inadvertently cover unrelated codebases, creating liability the licensor never intended.","Name the specific software, version, and repository reference. Attach a file manifest as Exhibit A if the codebase spans multiple components.",{"mistake":370,"why_it_matters":371,"fix":372},"No confidentiality clause for the source code","Copyright alone does not prevent a licensee from sharing the code with third parties. Without a confidentiality clause, there is no contractual remedy for disclosure.","Add a confidentiality obligation that requires the licensee to restrict access to named personnel and prohibit any disclosure without written consent.",{"mistake":374,"why_it_matters":375,"fix":376},"No effect-of-termination clause","When the license ends, the licensee may retain and continue using copies of the code without a clause requiring deletion and written certification.","Require the licensee to delete all copies and provide written certification of destruction within a defined number of business days after termination.",[378,381,384,387,390,393,396,399],{"question":379,"answer":380},"What is a source code license agreement?","A source code license agreement is a contract that grants a licensee the right to access, use, and in some cases modify a licensor's software source code under defined conditions. It specifies what the licensee may and may not do with the code, how much they pay, how long the license lasts, and what happens when it ends. Without one, sharing source code creates ambiguity about ownership, permitted use, and confidentiality.\n",{"question":382,"answer":383},"When should I use the short form instead of a full software license agreement?","Use the short form for straightforward, single-purpose arrangements — a contractor integrating one module, a client receiving a finished codebase, or a partner accessing a utility library. The full software license agreement is better suited to commercial SaaS licensing, multi-product arrangements, or deals involving sublicensing, warranty terms, and indemnification. When the deal is simple and both parties are sophisticated, the short form covers the essential bases in a fraction of the time.\n",{"question":385,"answer":386},"Does a source code license agreement need to be signed to be valid?","In most jurisdictions, a written agreement becomes binding when both parties indicate their acceptance — typically through signature, but also through conduct or electronic acknowledgment. A signature block is recommended because it creates a clear, timestamped record of agreement that is easy to enforce. Without it, establishing exactly when and on what terms each party agreed becomes a factual dispute.\n",{"question":388,"answer":389},"What is the difference between an exclusive and non-exclusive license?","An exclusive license means only the named licensee can exercise the granted rights — the licensor cannot grant the same rights to any other party during the term. A non-exclusive license allows the licensor to license the same code to multiple parties simultaneously. Most commercial arrangements use non-exclusive licenses unless the licensee is paying a premium specifically for exclusivity.\n",{"question":391,"answer":392},"Can the licensee sublicense the source code to a third party?","Only if the agreement explicitly permits it. The default position in most jurisdictions is that sublicensing is prohibited without the licensor's written consent. If you intend to allow sublicensing — for example, to let a client embed the code in a product they sell — add a specific sublicensing clause with any conditions, such as written notice and revenue-sharing requirements.\n",{"question":394,"answer":395},"What happens to the source code when the agreement is terminated?","The licensee should be required to immediately cease using the code, delete all copies from its systems, and provide the licensor with written certification of deletion within a defined window — typically 10 business days. Without this clause, the licensee may retain and continue using the code after the license has ended, which is effectively unauthorized use.\n",{"question":397,"answer":398},"Does this agreement protect the source code's confidentiality?","Yes, if a confidentiality clause is included. Copyright law protects against unauthorized reproduction and distribution but does not prevent a licensee from disclosing the code to third parties. A confidentiality clause creates a separate contractual obligation — with its own remedies — to keep the source code private and restrict access to authorized personnel.\n",{"question":400,"answer":401},"Do I need a lawyer to use this template?","For a straightforward code-sharing arrangement between two sophisticated parties, this template is typically sufficient without legal review. Consider engaging a lawyer if the license involves significant royalties, if the code is a core competitive asset, if sublicensing is contemplated, or if the parties are in different countries with conflicting IP laws. A one-hour legal review generally costs $200–$400 and is worthwhile for high-value codebases.\n",[403,407,411,415],{"industry":404,"icon_asset_id":405,"specifics":406},"Software and SaaS","industry-saas","Used to grant integration partners or white-label clients access to a specific module or API implementation while retaining full IP ownership.",{"industry":408,"icon_asset_id":409,"specifics":410},"Professional Services","industry-professional-services","Agencies and consultancies use it to deliver client projects with defined post-delivery code usage rights, preventing unauthorized resale or redistribution.",{"industry":412,"icon_asset_id":413,"specifics":414},"Manufacturing and Industrial Technology","industry-manufacturing","Embedded software licensed to equipment manufacturers under a short-form agreement tied to unit volume and deployment restrictions.",{"industry":416,"icon_asset_id":417,"specifics":418},"Financial Services","industry-fintech","Fintech providers license proprietary calculation engines or data-processing code to banks and brokers with strict confidentiality and audit-trail requirements.",[420,423,425,428],{"vs":86,"vs_template_id":421,"summary":422},"software-license-agreement-D826","A full software license agreement covers compiled software delivered to end users and typically includes warranty disclaimers, limitation of liability, indemnification, and multi-tier support terms. The short form is designed for source code shared between two parties in a business-to-business context. When the deal involves a consumer-facing product or significant commercial liability exposure, use the full agreement.",{"vs":242,"vs_template_id":243,"summary":424},"An NDA protects confidential information before or during negotiations but does not grant any usage rights. A source code license agreement grants defined usage rights and includes confidentiality as one of several terms. Use an NDA when you need to share the code for evaluation only; use the license agreement once you are ready to grant actual usage rights.",{"vs":238,"vs_template_id":426,"summary":427},"software-development-agreement-D12711","A software development agreement governs the creation of new software by a developer for a client, including IP ownership of the output. A source code license agreement governs usage rights to code that already exists. If you are commissioning new code, use a development agreement; if you are sharing existing code, use the license agreement.",{"vs":246,"vs_template_id":429,"summary":430},"D{IP_ASSIGNMENT_ID}","An IP assignment transfers full ownership of the source code from one party to another permanently. A license agreement retains ownership with the licensor and grants only defined usage rights. Use an assignment when the buyer needs to own the code outright; use a license when the licensor wants to retain ownership and control reuse.",{"use_template":432,"template_plus_review":436,"custom_drafted":440},{"best_for":433,"cost":434,"time":435},"Developers, agencies, and small businesses sharing source code in a straightforward single-purpose arrangement","Free","10–15 minutes",{"best_for":437,"cost":438,"time":439},"Arrangements involving royalties, exclusivity, or code that is a primary business asset","$200–$400 (one-hour attorney review)","1–2 days",{"best_for":441,"cost":442,"time":443},"Multi-party licensing, sublicensing structures, cross-border IP, or high-value commercial code deals","$800–$2,500+","1–2 weeks",[227,243,239,445,446,447,448,449,450,451,452,453],"independent-contractor-agreement-D160","service-agreement-D12711","intellectual-property-infringement-reporting-policy-D13717","employment-agreement_at-will-employee-D541","consulting-agreement---long-D12543","website-development-agreement-D14084","it-service-agreement-D13422","master-service-agreement-D12657","team-work-agreement-D13888",{"emit_how_to":455,"emit_defined_term":455},true,{"primary_folder":96,"secondary_folder":457,"document_type":458,"industry":459,"business_stage":460,"tags":461,"confidence":466},"intellectual-property-and-licensing","agreement","software-and-technology","all-stages",[462,458,463,464,465],"intellectual-property","technology","source-code-license","software-licensing",0.95,"\u003Ch2>What is a Source Code License Agreement Short Form?\u003C/h2>\n\u003Cp>A \u003Cstrong>Source Code License Agreement Short Form\u003C/strong> is a concise contract that grants a licensee defined rights to access, use, and sometimes modify a licensor's proprietary software source code. Unlike a full software license agreement, the short form strips away extended warranty, indemnification, and multi-tier support clauses to deliver the essential terms — permitted use, restrictions, fees, confidentiality, and termination — on a single page. It is designed for business-to-business code sharing where both parties are technically sophisticated and the arrangement is straightforward enough that a lengthy agreement creates more friction than protection.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Sharing source code without a written agreement leaves three critical questions unanswered: who owns the code, what the recipient is allowed to do with it, and what happens when the relationship ends. Without clear permitted-use and restriction language, a licensee may redistribute, resell, or build competing products on your codebase — and you will have no contractual basis to stop them. Missing confidentiality terms means copyright law alone must protect the code, which does not prevent disclosure to third parties. A properly completed short-form license agreement closes all three gaps in under 15 minutes, giving both parties a clear, enforceable record of exactly what was agreed before a single line of code changes hands.\u003C/p>\n",1778773595895]