[{"data":1,"prerenderedAt":521},["ShallowReactive",2],{"document-trial-software-license-agreement-D815":3},{"document":4,"label":21,"preview":11,"thumb":22,"thumb600":23,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":24,"breadcrumb":28,"related":36,"customDescModule":176,"customdescription":6,"mdFm":177,"mdProseHtml":520},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":20},"TRIAL SOFTWARE LICENSE AGREEMENT This Trial Software License Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Licensor\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [LICENSEE NAME] (the \"Licensee \"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] Purpose/License/Term This Trial License Agreement is entered into for the sole purpose of allowing Licensee to evaluate Licensor's software product (the \"Licensor Software\") and accompanying Documentation (collectively, the \"Trial System\"). Licensor hereby grants to Licensee a non-exclusive, non-transferable, revocable license to use the Trial System, including any modified or enhanced versions thereof provided to Licensee by Licensor, at no cost, for a [NUMBER]-day trial period beginning on [DATE] and ending on [DATE] (the \"Trial Period\"). Return of Trial System Within [NUMBER] business days of the end of the Trial Period Licensee shall return to Licensor all Licensor Software and Documentation included in the Trial System (or, at Licensor 's sole discretion, destroy all such Software and Documentation and certify in writing to Licensor that said Licensor Software and Documentation have been destroyed). Limited Warranty Licensor warrants that it has the right to grant temporary use by Licensee of the Trial System. Licensor makes no other warranties, express or implied, including but not limited to implied warranties of merchantability and fitness for a particular purpose. Licensor's aggregate liability for damages arising out of or in connection with this Trial License Agreement, the performance of the trial system, or Licensor's performance of services, shall not exceed [AMOUNT]. Without regard to whether a claim is based on contract or tort, including negligence in no event shall Licensor or its suppliers be liable for any indirect, special, incidental or consequential damages, including, without limitation, damages resulting from loss of profits, data or business arising out of or in connection with this Trial License Agreement, even if Licensor has been advised of the possibility of such damages. Proprietary Rights Licensee acknowledges that Licensor retains all right, title, and interest in the Trial System and in all copies thereof, and no title to the Trial System, or any intellectual property or other rights therein, are transferred to Licensee by virtue of this Trial License Agreement other than as specified herein. Licensee shall not without the express prior written consent of Licensor duplicate, copy or reproduce the Trial System except for use on a single computer. In the event Licensor authorizes Licensee to make copies of the Trial System, Licensee shall reproduce Licensor 's copyright and other proprietary rights notices or legends on all copies thereof. Licensee agrees not to cause or permit the reverse engineering, reverse assembly or reverse compilation of the Licensor Software, or otherwise attempt to derive source code from the Licensor Software. Confidentiality 5.1 Licensee Confidential Information Licensee acknowledges that the Trial System is unpublished and contains proprietary and confidential information of Licensor, which Licensor considers to constitute valuable trade secrets. In addition, Licensee may also be provided with or be exposed to confidential information of third parties with which Licensor conducts business. The confidential information of Licensor and third parties is called collectively \"Confidential Information.\" In recognition of the foregoing, Licensee covenants and agrees: That Licensee will keep and maintain all Confidential Information in strict confidence, using such degree of care as is appropriate to avoid unauthorized use or disclosure; That Licensee will not, directly or indirectly, disclose any Confidential Information to any third party, except with Licensor 's prior written consent; That Licensee will not make use of any Confidential Information for its own purposes, such as creation of a competitive product; or for the benefit of anyone or any other entity other than Licensor; That (i) on termination of discussions with Licensor, or (ii) if Licensor is engaged to perform services for Licensee, upon completion of the engagement, or (iii) at any time Licensor may so request, Licensee will deliver promptly to Licensor or, at Licensor 's option, will destroy all memoranda, notes, records, reports, media and other documents and materials (and all copies thereof) regarding or including any Confidential Information which Licensee may then possess or have under its control; and That Licensee will take no action with respect to the Confidential Information that is inconsistent with its confidential and proprietary nature. Licensee shall be permitted to disclose the Confidential Information only as follows: To its employees and agents (\"Employees\") having a need to know such information in connection with this Trial License Agreement (and in any event Licensee shall be responsible for all Employees' compliance with the terms of this Trial License Agreement); and If disclosure is required by law, but in such event Licensee shall notify Licensor in writing in advance of such disclosure, and provide Licensor with copies of any related information so that Licensor may take appropriate action to protect the Confidential Information. 5",null,"Trial Software License Agreement","4",53,"doc","https://templates.business-in-a-box.com/imgs/1000px/trial-software-license-agreement-D815.png","https://templates.business-in-a-box.com/imgs/250px/815.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#815.xml",{"title":6,"description":6},[16,19],{"label":17,"url":18},"Software & Technology","/templates/software-technology-business/",{"label":17,"url":18},"trial software license agreement","Trial Software License Agreement Template","https://templates.business-in-a-box.com/imgs/400px/815.png","https://templates.business-in-a-box.com/imgs/600px/815.png",[25,16,19],{"label":26,"url":27},"Templates","/templates/",[29,30,33],{"label":26,"url":27},{"label":31,"url":32},"Legal Agreements","/templates/business-legal-agreements/",{"label":34,"url":35},"Intellectual Property & Licensing","/templates/intellectual-property-and-licensing/",[37,41,45,49,53,57,61,65,69,73,77,81,85,103,119,134,149,163],{"label":38,"url":39,"thumb":40,"extension":10},"Software License Agreement","/template/software-license-agreement-D12928","https://templates.business-in-a-box.com/imgs/250px/12928.png",{"label":42,"url":43,"thumb":44,"extension":10},"SaaS Software License Agreement","/template/saas-software-license-agreement-D12860","https://templates.business-in-a-box.com/imgs/250px/12860.png",{"label":46,"url":47,"thumb":48,"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":50,"url":51,"thumb":52,"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":54,"url":55,"thumb":56,"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":58,"url":59,"thumb":60,"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":62,"url":63,"thumb":64,"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":66,"url":67,"thumb":68,"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":70,"url":71,"thumb":72,"extension":10},"License Agreement","/template/license-agreement-D1180","https://templates.business-in-a-box.com/imgs/250px/1180.png",{"label":74,"url":75,"thumb":76,"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":78,"url":79,"thumb":80,"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":82,"url":83,"thumb":84,"extension":10},"Demonstration Software License","/template/demonstration-software-license-D788","https://templates.business-in-a-box.com/imgs/250px/788.png",{"description":86,"descriptionCustom":6,"label":87,"pages":88,"size":89,"extension":10,"preview":90,"thumb":91,"svgFrame":92,"seoMetadata":93,"parents":95,"keywords":94,"url":102},"SUBSCRIPTION AGREEMENT This Stock Subscription Agreement (the \"Agreement\") is made and effective [DATE] BETWEEN: [INSERT COMPANY NAME], a [INSERT STATE OF INCORPORATION], corporation [the \"COMPANY\"]. AND: The undersigned a [INSERT STATE OF INCORPORATION], corporation [the \"INVESTOR\"]. SUBSCRIPTION. Subject to the terms and conditions hereof, the Investor hereby subscribes to purchase that number of shares of common stock, par value [$____] per share, of the Company (the \"Common Stock\") set forth on the signature page of this Agreement at a purchase price of $____ per share (\"Purchase Price\"). Payment for the Common Stock shall be made in cash or by certified bank or cashier's check payable in immediately available funds in the amount of the Purchase Price made payable to the order of the Company and such payment shall be delivered on or prior to the execution and delivery of this Agreement. TERMS OF SUBSCRIPTION The Investor acknowledges and agrees that this Agreement is made subject to the following terms and conditions: The Investor hereby intends that his signature hereon shall constitute a subscription to the Company for the number of shares of Common Stock specified on the signature page of this Agreement. This subscription for the purchase of Common Stock is subject to acceptance by the Company and does not, prior to acceptance, bind the Company to sell the shares of Common Stock to the Investor. The Company shall have the right to accept or reject this subscription, in whole or in part, in its sole and absolute discretion for any reason. This subscription is and shall be irrevocable unless and until (i) this subscription is for any reason rejected, or (ii) this Agreement is terminated. REPRESENTATIONS, WARRANTIES, AND COVENANTS OF INVESTOR The Investor hereby represents, warrants, and covenants to the Company that: The Investor acknowledges that the Investor has been advised and understands that the Common Stock to be acquired pursuant to this Agreement have not been registered under the Securities Act of 1933, as amended (the \"Securities Act\"), or registered or qualified under the securities laws of any other jurisdiction and are being sold in reliance upon an exemption from registration under such laws. Accordingly, the Investor understands that the Investor may not sell, pledge, hypothecate, dispose of, or otherwise transfer (a \"Transfer\") the Common Stock unless such shares are subsequently registered and qualified under such laws or, in the opinion of counsel reasonably satisfactory to the Company, an exemption from such registration and qualification is available. The Investor further understands that (i) the Stockholders' Agreement, dated ____, 20___, by and among the Company and the shareholders identified therein (the \"Stockholders s Agreement\") contains certain restrictions on any Transfer of the Common Stock, and (ii) any Transfer that is permitted under the Stockholders Agreement must satisfy certain legal, procedural and other requirements. The Investor is the sole and true party in interest, and is acquiring the Common Stock solely for his or her own account, not as a nominee, agent, or representative for any person, for investment purposes only, and not with an intent or a view to the sale or distribution of any part thereof within the meaning of Section 2(a)(11) of the Securities Act. By executing this Agreement, the Investor further represents that he or she does not have any present intent of making a Transfer of, granting a participation in, or otherwise distributing the Common Stock in a manner contrary to the Securities Act or the securities laws of any other applicable jurisdictions, nor does the Investor have any contract, undertaking, agreement, or arrangement with any person to Transfer, grant any participation in, or otherwise distribute any of the Common Stock to such person. The Investor does not presently have any reason to anticipate any change in circumstances or other particular occasion or event which would cause the Investor to need to sell the Common Stock, except in compliance with the terms of this Agreement, the Stockholders Agreement, and the securities laws of all applicable jurisdictions. The Investor understands and acknowledges that only the Company can register the Common Stock under applicable securities laws; the Company does not intend to register the Common Stock under the Securities Act or the securities laws of any other jurisdiction; no public market for the Common Stock is expected to develop; and, as a result, an investment in the Common Stock may not be liquid and the Investor must bear the economic risk of the investment indefinitely. In this regard, the Investor further represents that the Investor has adequate means of providing for the Investor's current needs and possible personal contingencies; the Investor can afford to bear the economic risk of holding the Common Stock for an indefinite period of time; and the Investor has no need for liquidity in the Investor's investment in the Common Stock. The Investor has the net worth sufficient to bear the risks of and to sustain a complete loss of the Investor's entire investment in the Company. The Investor hereby agrees that it will not, directly or indirectly, offer to Transfer or to Transfer any shares of Common Stock (or solicit any offers to buy, purchase, or otherwise acquire or take a pledge of any shares of Common Stock), except in compliance with this Agreement and the Securities Act, the securities laws of all other applicable jurisdictions, and the rules and regulations promulgated thereunder. The Investor recognizes that in the future the Company may not satisfy the requirements which would permit the undersigned to sell the Common Stock pursuant to Rule 144 promulgated under the Securities Act. The Investor further acknowledges that it has, alone or together with its purchaser representative (\"Purchaser Representative\"), sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of the prospective investment in the Common Stock. The Investor recognizes that an investment in the Common Stock and in the Company involves certain risks, and the Investor has taken full cognizance of, understands, and is willing to bear the risks related to the purchase of the Common Stock [including, without limitation, those risk factors set forth in Attachment A to this Agreement, which Attachment A is incorporated herein by reference]. The Investor is aware and understands that no federal or state agency has made any finding or determination as to the fairness of this offering nor has made any recommendation or endorsement of the Common Stock. The Investor represents and confirms that the address set forth on the signature page is the Investor's true and correct residence, and that the Investor has no present intention of becoming a resident of any other state or jurisdiction. The social security number set forth on the signature page hereof is the Investor's true and correct social security number. The Investor confirms that prior to the sale of the Common Stock to the Investor pursuant to this Agreement, the Investor and the Investor's Purchaser Representative, if any: (i) has been given access to all material books and records of the Company and all material contracts and documents relating to the sale of the Common Stock pursuant to this Agreement; (ii) has been granted the opportunity to ask questions of, and receive answers from, representatives of the Company concerning the Company and the terms and conditions of the sale of the Common Stock by the Company; and (iii) has been given the opportunity to obtain any additional information which the Investor or the Investor's Purchaser Representative, if any, deems necessary to verify the accuracy of the information supplied to them","Subscription Agreement","9",513,"https://templates.business-in-a-box.com/imgs/1000px/subscription-agreement-D12537.png","https://templates.business-in-a-box.com/imgs/250px/12537.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12537.xml",{"title":94,"description":6},"subscription agreement",[96,99],{"label":97,"url":98},"Finance & Accounting","finance-accounting",{"label":100,"url":101},"Buy & Sell Shares","buy-sell-shares","/template/subscription-agreement-D12537",{"description":104,"descriptionCustom":6,"label":105,"pages":106,"size":89,"extension":10,"preview":107,"thumb":108,"svgFrame":109,"seoMetadata":110,"parents":112,"keywords":111,"url":118},"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":111,"description":6},"non disclosure agreement nda",[113,115],{"label":31,"url":114},"business-legal-agreements",{"label":116,"url":117},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":120,"descriptionCustom":6,"label":121,"pages":122,"size":123,"extension":10,"preview":124,"thumb":125,"svgFrame":126,"seoMetadata":127,"parents":128,"keywords":132,"url":133},"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},[129,131],{"label":17,"url":130},"software-technology-business",{"label":17,"url":130},"custom software development agreement","/template/custom-software-development-agreement-D787",{"description":135,"descriptionCustom":6,"label":136,"pages":137,"size":89,"extension":10,"preview":138,"thumb":139,"svgFrame":140,"seoMetadata":141,"parents":143,"keywords":142,"url":148},"END-USER LICENSE AGREEMENT This End-User License Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME], (the \"Company\") a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE] with its head office located at: [YOUR COMPLETE ADDRESS] AND: [NAME OF THE USER], (the \"End-User\") a user having its office located at: [YOUR COMPLETE ADDRESS] WHEREAS, the Company is the owner of [SOFTWARE NAME] (the \"Software\"); WHEREAS, the End-User agrees that by using the Software, it shall be bound by the terms of this Agreement; NOW THEREFORE in consideration and as a condition of the Company and the End-User entering into this Agreement and other valuable considerations, the receipt and sufficiency of which consideration is acknowledged, the Parties agree as follows: SOFTWARE LICENSE When the End-User lawfully accesses the Software, whether through purchase or other lawful means, the Company shall grant the End-User, subject to all of the terms and conditions of this Agreement, a non-exclusive, non-transferable, limited, revocable personal license to use the Software (\"License\"). This License extends to the use of documentation, data, or information developed by the Company, and other materials which may assist in the use of the Software. LICENSE FEE In consideration of the terms of this Agreement, the Company grants the End-User a non-exclusive, non-transferable, revocable License to use the Software for the period of [NUMBER OF MONTHS] (subject to termination as set out in this Agreement), in accordance with the use and subject to the restrictions set out below. This Agreement provides the End-User with only a limited use License, and all intellectual property rights and title to the Software or the accompanying documentation remain with the Company and no interest therein is conveyed to the End-User under this Agreement. PERMITTED USE Subject always to the restrictions in this Agreement, as purchaser of the authorized copy of the Software, the End-User may: where the End-User is the purchasing entity, load the Software onto and use it on a single computer of the type identified on the package which is/are owned by the End-User, or under the direct control of the End-User; where the End-User is an individual as purchaser, load the Software onto and use it on a single computer of the type identified on the package which is under the End-User's control; copy the Software for backup and archival purposes and make up to two copies of the documentation (if any) accompanying the Software, provided that the original and each copy is kept in the End-User's possession and that the End-User's installation and use of the Software does not exceed that allowed by this Agreement. RESTRICTIONS The End-User shall, neither itself nor permit others, either directly or indirectly, to: Log in through the End-User's account or share the administrative account login or password; Rent, lease, sub-license or make or distribute copies of the Software or charge a royalty for the use of the Software, or use the Software to provide bureau, application service provider, marketing, training, or consulting services related to the Software to any third party, except as permitted by this Agreement; Except as permitted by law, modify the Software or any component part thereof, disassemble or decompile the Software or otherwise derive source code from the Software, reverse engineer the Software, merge the Software with or into another product or other software, or create derivative works based on the Software; or Make copies of the Software, in whole or in part, except for backup or archival purposes, as permitted in this Agreement; Use any backup copy of the Software for any purpose other than to replace the original copy in the event that it is destroyed or becomes defective; Copy the written materials (except as provided by this Agreement) accompanying the Software; Adapt, modify, delete or translate the written materials accompanying the Software in any way for any purpose whatsoever; Transfer or assign the Software or any copy thereof or any documentation (whether provided in print or digital form) to a third party, including any third-party individual or third-party entity; Vary, delete or obscure any notices of proprietary rights or any product identification or restrictions on or in the Software. INTELLECTUAL PROPERTY The End-User agrees that the Software, Company website and all services provided by the Company are the property of the Company, including all copyrights, trademarks, trade secrets, patents, and other intellectual property (\"Company IP\"). The End-User agrees that the Company owns all rights, title and interest in and to Company IP and that the End-User will not use the Company IP for any unlawful or infringing purpose. The End-User agrees not to reproduce or distribute the Company IP in any way, including electronically or via registration of any new trademarks, trade names, service marks or Uniform Resource Locators (URLs), without express written permission from the Company. UNDERTAKINGS AND TITLE The End-User undertakes to: Ensure that, prior to use of the Software by the End-User's employees or agents, all such parties are notified of the terms of this Agreement and the License granted under it; Reproduce and include the Company's copyright notice on all and any copies of the Software, including any partial copies of the Software; Hold all drawings, specifications, data (including object and source codes, software listings and all other information relating to the Software, confidential and not at any time, during the License or after its expiry, disclose the same (whether directly or indirectly) to any third party without the Company's consent. As the Company's licensee, the End-User owns only the disk or medium on which the Software is recorded or fixed. The End-User may retain the media on any termination of this Agreement and the License granted under it, provided the Software is erased. The Company shall at all times retain ownership of the Software. REVERSE ENGINEERING AND SECURITY The End-User agrees not to undertake any of the following actions: Reverse engineer, or attempt to reverse engineer or disassemble the Software or any code within or related to the Software or the Company website; Violate the security of the Software through any unauthorized access, circumvention of encryption or other security tools, data mining or interference to any host, user or network; Copy or otherwise distribute copies of the Software unlawfully, such as through any peer-to-peer network or other intellectual property circumvention tool. LIABILITY AND INDEMNIFICATION The End-User agrees that it has, under this Agreement, assumed the entire risk of selection, installation, and use of the Software. The Company's aggregate liability for direct loss or damage to the End-User shall not exceed the original amount paid by it for the Software. In no event shall the Company be liable to the End-User for (i) indirect, special, incidental or consequential damages, or (ii) any loss of revenue, profits or anticipated savings, wasted management time, or any lost or destroyed data arising in connection with this Agreement or the License granted hereunder. ","End User License Agreement","7","https://templates.business-in-a-box.com/imgs/1000px/performance-form-2018-19-copy-D13011.png","https://templates.business-in-a-box.com/imgs/250px/13011.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13011.xml",{"title":142,"description":6},"end user license agreement",[144,145],{"label":31,"url":114},{"label":146,"url":147},"License Agreements","license-agreement","/template/end-user-license-agreement-D13011",{"description":150,"descriptionCustom":6,"label":151,"pages":152,"size":89,"extension":10,"preview":153,"thumb":154,"svgFrame":155,"seoMetadata":156,"parents":158,"keywords":161,"url":162},"TERMS OF SERVICE AGREEMENT The following Terms of Service (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Service Provider\"), a corporation organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Company\"), a corporation organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, the Service Provider is in the business of development, supply and operation of products and services relating to [DESCRIBE]; and WHEREAS, this Agreement contains the Service Provider's terms of engagement; NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto, intending, to be legally bound, agree as follows: SERVICES PROVIDED Service Provider is prepared to provide the following professional services to Company: [DESCRIBE]. CALCULATION OF FEES AND OTHER CHARGES Fees for professional services are calculated on the time spent by Service Provider associates and staff attending to said services, multiplied by the relevant hourly rate. Time is costed by reference to [SIX] minute units. The hourly rate is applied to all work done on Company's behalf, including making telephone calls, writing letters, researching the laws, negotiating with partners, and preparing documents. The average hourly rate for Service Provider's professional service is $[AMOUNT]. Before any bill is sent to Company, the Service Provider's Project Manager responsible for the matter will review it to ensure that fees and other charges are appropriate. BILLING ARRANGEMENTS","Terms of Service Agreement","2","https://templates.business-in-a-box.com/imgs/1000px/terms-of-service-agreement-D920.png","https://templates.business-in-a-box.com/imgs/250px/920.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#920.xml",{"title":157,"description":6},"terms of service agreement",[159,160],{"label":31,"url":114},{"label":31,"url":114},"terms service agreement","/template/terms-of-service-agreement-D920",{"description":164,"descriptionCustom":6,"label":165,"pages":106,"size":89,"extension":10,"preview":166,"thumb":167,"svgFrame":168,"seoMetadata":169,"parents":171,"keywords":174,"url":175},"TECHNOLOGY POLICY INTENT The primary intent of this Policy is to increase protection of Technology Resources to assure the usability and availability of those resources to all users at [COMPANY NAME] (the \"Company\"). The Policy also addresses privacy and usage guidelines for those who access the Company's Technology Resources. SCOPE The Company recognizes the vital role technology plays in effecting Company business as well as the importance of protecting information in all forms. As more information is being used and shared in digital format by authorized users, the need for an increased effort to protect the information and the Technology Resources that support it, is felt by the Company, and hence this Policy. Since a limited amount of personal use of these facilities is permitted by the Company for users, including computers, printers, email, software and Internet access, therefore, it is essential that these facilities are used responsibly by users, as any abuse has the potential to disrupt Company business and interfere with the work and/or rights of other users. It is therefore expected of all users to exercise responsible and ethical behavior while using the Company's technology facilities. DEFINITION Information Technology. Information Technology Resources for the purposes of this Policy include but are not limited to the Company's owned or those used under license or contract, or those devices not owned by the Company but intentionally connected to the Company's owned Technology Resources such as computer hardware, printers, fax machines, voicemail, software, email and Internet and intranet access. User. Anyone who has access to Company's Technology Resources, including but not limited to, all employees, temporary employees, probationers, contractors, vendors, and suppliers. ACCESS CONTROL All the Company's computers that are either permanently or temporarily connected to the internal computer networks must have a password-based access control system. Regardless of the network connections, all computers handling confidential information must also employ appropriate password-based access control systems. All in-bound connections to the Company's computers from external networks must be protected with an approved password or ID access control system. Modems may only be used after receiving the written approval of the IT Head and must be turned off when not in use. All access control systems must utilize user-IDs, passwords, and privilege restrictions unique to each user. Users are prohibited from logging into any Company's system anonymously. To prevent unauthorized access, all vendor-supplied default passwords must be changed before use. Access to the server room is restricted with an RFID lock and only recognized IT staff or someone with due authorization from the IT Head is permitted to enter the room. Users shall not make copies of system configuration files (e.g., passwords) for their own, unauthorized personal use or to provide to other users for unauthorized uses.","Technology Policy","https://templates.business-in-a-box.com/imgs/1000px/technology-policy-D13285.png","https://templates.business-in-a-box.com/imgs/250px/13285.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13285.xml",{"title":170,"description":6},"technology policy",[172,173],{"label":31,"url":114},{"label":31,"url":114},"privacy policy","/template/privacy-policy-D13285",false,{"seo":178,"reviewer":190,"legal_disclaimer":194,"quick_facts":195,"at_a_glance":197,"personas":201,"variants":226,"glossary":253,"clauses":287,"how_to_fill":338,"common_mistakes":379,"faqs":404,"industries":435,"comparisons":452,"diy_vs_lawyer":464,"jurisdictions":477,"related_template_ids_curated":498,"schema":507,"classification":508},{"meta_title":179,"meta_description":180,"primary_keyword":181,"secondary_keywords":182},"Trial Software License Agreement Template (Free Word)","Free trial software license agreement template covering evaluation period, permitted use, IP rights, data handling, and automatic expiry. Free Word and PDF download.","trial software license agreement template",[183,184,185,186,187,188,189],"software trial agreement template","trial license agreement template word","software evaluation agreement template","free trial software license template","software trial agreement free download","evaluation license agreement template","saas trial agreement template",{"name":191,"credential":192,"reviewed_date":193},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":196,"legal_review_recommended":194,"signature_required":194,"notarization_required":176},"advanced",{"what_it_is":198,"when_you_need_it":199,"whats_inside":200},"A Trial Software License Agreement is a legally binding contract that grants a prospective customer a limited, non-commercial right to use a software product for a defined evaluation period — typically 14 to 90 days — before committing to a paid license. This free Word download covers the scope of permitted use, IP ownership, data handling, confidentiality, and automatic license expiry in a single document you can edit online and export as PDF.\n","Use it whenever you offer a prospect access to your software — SaaS, desktop, or on-premise — for evaluation purposes before a purchase decision. It is equally appropriate for negotiated enterprise pilots and self-serve free trials where enforceable boundaries on use and data are required.\n","Grant of trial license, permitted and prohibited uses, evaluation period and expiry, IP ownership and restrictions on reverse engineering, confidentiality, data handling and privacy obligations, warranty disclaimers, limitation of liability, termination rights, and governing law. An optional conversion-to-paid clause is included for SaaS and subscription contexts.\n",[202,206,210,214,218,222],{"title":203,"use_case":204,"icon_asset_id":205},"SaaS founders and product teams","Protecting IP and limiting liability during free-trial onboarding flows","persona-startup-founder",{"title":207,"use_case":208,"icon_asset_id":209},"Enterprise software vendors","Governing negotiated 30–90 day pilots with corporate procurement teams","persona-ceo",{"title":211,"use_case":212,"icon_asset_id":213},"ISVs and software publishers","Authorizing time-limited desktop or on-premise evaluation builds","persona-developer",{"title":215,"use_case":216,"icon_asset_id":217},"Startup legal and operations leads","Standardizing trial terms before a sales team scales prospect volume","persona-operations-director",{"title":219,"use_case":220,"icon_asset_id":221},"Procurement and vendor managers","Reviewing and counter-signing vendor trial terms before internal deployment","persona-procurement-manager",{"title":223,"use_case":224,"icon_asset_id":225},"Technology resellers and VARs","Sublicensing evaluation rights to end customers on behalf of a software publisher","persona-reseller",[227,231,235,238,242,245,249],{"situation":228,"recommended_template":229,"slug":230},"Cloud-based SaaS product with self-serve signup and automatic expiry","SaaS Trial License Agreement","trial-software-license-agreement-D815",{"situation":232,"recommended_template":233,"slug":234},"Negotiated enterprise pilot with a named corporate customer","Enterprise Software Evaluation Agreement","software-evaluation-D14062",{"situation":236,"recommended_template":38,"slug":237},"Customer converts from trial to paid subscription","software-license-agreement-D12928",{"situation":239,"recommended_template":240,"slug":241},"Ongoing commercial SaaS subscription after conversion","SaaS Subscription Agreement","subscription-agreement-D12537",{"situation":243,"recommended_template":244,"slug":237},"On-premise perpetual license after successful evaluation","Software Perpetual License Agreement",{"situation":246,"recommended_template":247,"slug":248},"Sharing confidential product information before any access is granted","Non-Disclosure Agreement","non-disclosure-agreement-nda-D12692",{"situation":250,"recommended_template":251,"slug":252},"Custom development or integration work during the trial period","Software Development Agreement","custom-software-development-agreement-D787",[254,257,260,263,266,269,272,275,278,281,284],{"term":255,"definition":256},"Evaluation Period","The defined calendar window — typically 14 to 90 days from activation — during which the prospective licensee may access the software under trial terms.",{"term":258,"definition":259},"Grant of License","The contractual clause conveying specific, limited rights to use the software — defined by scope, duration, number of users, and permitted purpose.",{"term":261,"definition":262},"Permitted Use","The specific activities the licensee is authorized to perform with the software during the trial, typically limited to internal evaluation and excluding production or commercial use.",{"term":264,"definition":265},"Reverse Engineering","The process of analyzing software to reconstruct its source code, architecture, or algorithms — prohibited in virtually all software license agreements.",{"term":267,"definition":268},"Intellectual Property (IP) Reservation","A clause confirming that all rights in the software not explicitly granted remain with the licensor, preventing any implied license from arising.",{"term":270,"definition":271},"Confidential Information","Non-public technical, commercial, or operational information disclosed in connection with the trial — including the software itself, documentation, and performance data.",{"term":273,"definition":274},"Warranty Disclaimer","A clause stating that trial software is provided 'as is' with no warranties of fitness, merchantability, or uninterrupted operation — limiting the licensor's liability for trial-period defects.",{"term":276,"definition":277},"Limitation of Liability","A cap on the maximum damages either party can recover under the agreement, typically expressed as a dollar amount (often zero or a nominal sum for a no-cost trial).",{"term":279,"definition":280},"Automatic Expiry","A mechanism — technical, contractual, or both — that terminates the trial license and disables software access at the end of the evaluation period without requiring affirmative notice.",{"term":282,"definition":283},"Conversion Clause","An optional provision that specifies the terms under which a trial automatically or electively converts to a paid commercial license, including pricing, notice period, and data portability.",{"term":285,"definition":286},"Data Handling Obligations","Contractual commitments governing how each party collects, stores, processes, and deletes any personal or business data generated or shared during the trial period.",[288,293,298,303,308,313,318,323,328,333],{"name":289,"plain_english":290,"sample_language":291,"common_mistake":292},"Parties and recitals","Identifies the licensor (software owner) and licensee (prospective customer) as legal entities and states the purpose of the agreement — a non-commercial evaluation of the software.","This Trial 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 desires to grant Licensee a limited right to evaluate the Software as described herein.","Using a trade name or product brand instead of the licensor's registered legal entity. If a dispute arises, enforcing IP restrictions against the correct rights-holder becomes unnecessarily complicated.",{"name":294,"plain_english":295,"sample_language":296,"common_mistake":297},"Grant of trial license","Specifies exactly what the licensee can do: access the software, install it on a defined number of devices or seats, and use it for internal evaluation only — nothing broader.","Subject to the terms of this Agreement, Licensor hereby grants Licensee a limited, non-exclusive, non-transferable, royalty-free license to install and use the Software solely for Licensee's internal evaluation purposes during the Evaluation Period on no more than [NUMBER] authorized devices or named users.","Omitting a seat or device count limit. Without one, enterprise prospects may deploy the software organization-wide under a trial license, creating a de facto free production environment.",{"name":299,"plain_english":300,"sample_language":301,"common_mistake":302},"Evaluation period and expiry","States the exact start and end dates of the trial, or a duration triggered by activation, and confirms that access automatically terminates at expiry unless converted to a paid license.","The Evaluation Period commences on [START DATE / the date of first access] and expires [NUMBER] days thereafter ('Expiry Date'). All rights granted herein terminate automatically on the Expiry Date. Licensee shall immediately cease use of the Software and destroy or return all copies upon expiry.","Leaving the end date open-ended or subject to mutual written agreement. Vague expiry terms allow trials to extend indefinitely, undermining revenue conversion and creating ongoing IP exposure.",{"name":304,"plain_english":305,"sample_language":306,"common_mistake":307},"Permitted and prohibited uses","Explicitly lists what the licensee may and may not do — prohibiting production use, sublicensing, reverse engineering, benchmarking disclosure, and any commercial exploitation of the software.","Licensee shall not: (a) use the Software for production, commercial, or revenue-generating activities; (b) sublicense, sell, or transfer the Software; (c) reverse engineer, decompile, or disassemble the Software; (d) publish benchmark or performance results without Licensor's prior written consent; or (e) modify or create derivative works of the Software.","Forgetting to prohibit benchmark disclosure. Prospective customers sometimes publish performance comparisons using trial builds — without a restriction, the licensor has no contractual basis to stop them.",{"name":309,"plain_english":310,"sample_language":311,"common_mistake":312},"Intellectual property ownership","Confirms that the licensor retains all ownership of the software, documentation, and any modifications, and that the trial grant creates no implied license or ownership rights.","The Software and all copies thereof are and shall remain the exclusive property of Licensor. No title or ownership is transferred to Licensee. All rights not expressly granted in this Agreement are reserved to Licensor. Licensee acknowledges that no implied license arises from any conduct or course of dealing.","Relying solely on copyright notice rather than an explicit IP reservation clause. Courts in several jurisdictions recognize implied licenses from conduct — a written reservation eliminates that risk.",{"name":314,"plain_english":315,"sample_language":316,"common_mistake":317},"Confidentiality","Requires the licensee to keep the software, documentation, pricing, and any non-public information disclosed during the trial strictly confidential for a defined period.","Licensee agrees to hold in strict confidence all Confidential Information of Licensor and to use such information solely in connection with the evaluation. Licensee shall not disclose Confidential Information to any third party without Licensor's prior written consent. This obligation survives termination for [THREE (3)] years.","Setting the confidentiality survival period to match the trial length — typically 14 to 90 days. Trade secrets and competitive information need protection well beyond the evaluation window, typically two to five years.",{"name":319,"plain_english":320,"sample_language":321,"common_mistake":322},"Data handling and privacy","Allocates responsibility for any personal or business data entered into the software during the trial, including how it is stored, who owns it, and what happens to it at expiry.","Any data submitted by Licensee to the Software during the Evaluation Period ('Evaluation Data') remains the property of Licensee. Licensor shall process Evaluation Data solely to operate the trial environment and shall delete or return all Evaluation Data within [30] days of the Expiry Date upon written request.","No data handling clause at all. If a prospect enters real production data into a trial environment and the licensor retains it after expiry, GDPR, CCPA, and similar frameworks impose significant penalties on both parties.",{"name":324,"plain_english":325,"sample_language":326,"common_mistake":327},"Warranty disclaimer and 'as is' provision","States clearly that trial software is provided without warranties of any kind — no guarantee of fitness, accuracy, security, or uninterrupted access — limiting the licensor's exposure for bugs or downtime.","THE SOFTWARE IS PROVIDED 'AS IS' FOR EVALUATION PURPOSES ONLY. LICENSOR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL OPERATE WITHOUT ERROR OR INTERRUPTION.","Including a limited warranty for the trial period that mirrors the paid product's SLA. This contradicts the 'as is' disclaimer and may create implied support obligations the licensor cannot practically meet for free trials.",{"name":329,"plain_english":330,"sample_language":331,"common_mistake":332},"Limitation of liability","Caps the total damages either party may recover under the agreement — typically at zero or a nominal amount, reflecting the no-cost nature of the trial.","IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT. LICENSOR'S TOTAL LIABILITY FOR ANY CLAIM UNDER THIS AGREEMENT SHALL NOT EXCEED [ONE HUNDRED US DOLLARS ($100.00)].","Carrying over the paid license's liability cap (e.g., 12 months of fees) into the trial agreement. Since trial fees are zero, the cap should be explicitly nominal — otherwise the formula produces a meaningless result.",{"name":334,"plain_english":335,"sample_language":336,"common_mistake":337},"Termination and conversion","Describes how either party may terminate early, what obligations survive termination, and the conditions under which the trial converts to a paid commercial license.","Either party may terminate this Agreement at any time on [FIVE (5)] days' written notice. Upon termination or expiry, Licensee shall promptly uninstall and destroy all copies of the Software. If Licensee elects to convert to a paid license, the parties shall execute Licensor's then-current [SUBSCRIPTION / LICENSE] Agreement and the terms herein shall be superseded thereby.","No conversion clause at all. Without one, a paying customer who used a trial technically has no contractual basis for continued use after the expiry date — even if they have paid — until a new agreement is fully executed.",[339,344,349,354,359,364,369,374],{"step":340,"title":341,"description":342,"tip":343},1,"Enter the parties' full legal names and entity types","Replace every placeholder with the registered legal name of the licensor and licensee — not trade names, product names, or brand names. Include the entity type (LLC, Inc., Ltd.) and jurisdiction of incorporation for each.","Cross-reference your corporate registry filing to confirm the exact legal name before execution — mismatches between contract and registration create enforcement ambiguity.",{"step":345,"title":346,"description":347,"tip":348},2,"Set the evaluation period with a specific start trigger and duration","Decide whether the clock starts on the effective date, the date of first access, or a specific activation event. Enter the exact duration in days and confirm the Expiry Date or the calculation formula produces a definite end date.","Activation-triggered start dates are more reliable than fixed calendar dates for self-serve SaaS trials — they account for delays between signing and first login.",{"step":350,"title":351,"description":352,"tip":353},3,"Define the seat and device limits","Enter the maximum number of named users, seats, or devices authorized under the trial grant. For enterprise pilots, list the specific authorized user names or job titles in a Schedule A if the count is small.","If your software enforces seat limits technically, align the contractual limit exactly with the technical limit — discrepancies between what the contract says and what the system allows create grey areas.",{"step":355,"title":356,"description":357,"tip":358},4,"Review and tailor the prohibited uses list","Read through every prohibition in the permitted and prohibited uses clause and confirm each applies to your software and deployment model. Add any industry-specific restrictions — for example, prohibiting use with regulated patient data for healthcare software in trial.","The benchmark disclosure prohibition is easy to overlook and critically important in competitive markets — confirm it is present before signing.",{"step":360,"title":361,"description":362,"tip":363},5,"Set the confidentiality survival period","Choose a post-termination confidentiality period appropriate to the sensitivity of the information disclosed — typically two to five years for SaaS products, longer for highly sensitive technical IP.","If your software contains patentable methods or trade secrets, consult a lawyer before setting a survival period shorter than three years.",{"step":365,"title":366,"description":367,"tip":368},6,"Complete the data handling obligations","Enter the specific timeframe within which the licensor will delete or return evaluation data after expiry — 30 days is standard. Confirm whether the licensee will receive a data export before deletion, and state this explicitly.","For any trial involving EU or UK prospects, ensure the data handling clause references your applicable privacy policy and any data processing addendum by name.",{"step":370,"title":371,"description":372,"tip":373},7,"Set the liability cap at a nominal dollar amount","Replace the liability cap placeholder with a specific dollar amount — typically $0 to $100 — reflecting the no-cost nature of the trial. Confirm the cap applies to both direct and indirect damages and that the disclaimer uses ALL CAPS formatting.","ALL CAPS formatting for warranty disclaimers and liability caps is legally required in several US states to be enforceable — the template uses this format by default.",{"step":375,"title":376,"description":377,"tip":378},8,"Execute before granting access","Both parties must sign before the licensee is given login credentials, a license key, or any other means of accessing the software. Post-access signatures raise a 'fresh consideration' problem and may void restrictive clauses.","For self-serve trials, a clickwrap mechanism where the user actively checks an acceptance box — not just a browse-wrap notice — is more consistently enforced than a browsewrap.",[380,384,388,392,396,400],{"mistake":381,"why_it_matters":382,"fix":383},"No seat or device limit in the grant clause","Without a defined limit, an enterprise prospect can deploy the software to hundreds of users under a free trial license, creating a de facto production environment with no revenue to the licensor.","Define the maximum number of named users, seats, or devices in the grant clause and enforce the limit technically through your access control system.",{"mistake":385,"why_it_matters":386,"fix":387},"Vague or open-ended evaluation period","Trials with no clear expiry date extend indefinitely, stalling conversion conversations and leaving the licensor with ongoing IP exposure and support obligations for non-paying users.","State a specific number of days from activation as the evaluation period and include automatic expiry language — access terminates by operation of the agreement, with no notice required.",{"mistake":389,"why_it_matters":390,"fix":391},"No data handling clause","Prospects frequently enter real business or personal data into trial environments. Without a data clause, the licensor has no contractual basis to retain, use, or delete that data — and may inadvertently become a data processor subject to GDPR, CCPA, or PIPEDA.","Include an explicit data handling clause confirming data ownership, specifying a deletion or return timeline of 30 days post-expiry, and referencing any applicable data processing addendum.",{"mistake":393,"why_it_matters":394,"fix":395},"Confidentiality survival period limited to the trial length","A confidentiality obligation that expires when the trial does leaves trade secrets, pricing, and technical architecture exposed to disclosure the day after the evaluation ends.","Set the confidentiality survival period to a minimum of two years post-termination, independent of the trial duration — and longer for highly sensitive IP or regulated industries.",{"mistake":397,"why_it_matters":398,"fix":399},"Carrying over a paid-license liability cap into the trial agreement","If the paid license caps liability at 12 months of fees and trial fees are zero, the formula resolves to a zero-dollar cap — which may not be what either party intended and creates ambiguity in disputes.","Replace any fee-based formula with a fixed nominal dollar amount (e.g., $100) in the trial agreement's limitation of liability clause.",{"mistake":401,"why_it_matters":402,"fix":403},"No conversion clause for the path to paid","A customer who completes a trial and pays, but has no executed commercial agreement, may be accessing the software without any valid current license — exposing both parties to contractual and compliance gaps.","Include a conversion clause that either automatically converts the trial to a paid license upon payment or triggers execution of the commercial agreement within a defined window after the trial expires.",[405,408,411,414,417,420,423,426,429,432],{"question":406,"answer":407},"What is a trial software license agreement?","A trial software license agreement is a legally binding contract between a software licensor and a prospective customer that grants limited, temporary rights to access and evaluate the software before a purchase decision. It defines the scope of permitted use, the evaluation period, IP ownership, confidentiality obligations, and what happens when the trial ends — protecting both parties during the pre-commercial phase of the relationship.\n",{"question":409,"answer":410},"Is a trial software license agreement legally binding?","Yes, when properly executed — either by wet signature, e-signature, or a legally compliant clickwrap mechanism — a trial software license agreement is generally enforceable as a binding contract. Courts in the US, UK, and EU have consistently upheld well-drafted trial license terms, including IP restrictions, confidentiality obligations, and disclaimer clauses. Enforceability depends on proper execution before access is granted and on terms being reasonably specific rather than one-sided boilerplate.\n",{"question":412,"answer":413},"What is the difference between a trial license and a free license?","A trial license is time-limited and scoped to evaluation use only — it expires automatically and cannot be used for production or commercial purposes. A free (freemium) license is typically perpetual, covers ongoing limited use, and is governed by a standard commercial license agreement with feature restrictions rather than a time constraint. A trial agreement is the right document for a time-bounded evaluation; a software license agreement is the right document for a perpetual free tier.\n",{"question":415,"answer":416},"Can a trial software license agreement protect my IP?","Yes, and this is one of its primary functions. An explicit IP reservation clause confirms the licensor retains all rights not expressly granted, prohibitions on reverse engineering prevent code extraction, and confidentiality obligations prevent disclosure of technical architecture or trade secrets encountered during the evaluation. Without a signed agreement, the licensor may have only copyright law — and no contractual basis — to enforce these protections against a prospect.\n",{"question":418,"answer":419},"Do I need a signature for a self-serve free trial?","A wet or e-signature is ideal, but for self-serve trials, a clickwrap agreement — where the user actively checks a box or clicks a clearly labeled 'I accept' button before accessing the software — is generally enforceable in the US, UK, and EU. Browse-wrap agreements, where terms are linked in a footer without any active acceptance step, are much harder to enforce and should be avoided. Courts consistently distinguish between active acceptance (enforceable) and passive notice (frequently not).\n",{"question":421,"answer":422},"How long should a software trial period be?","Trial periods typically run 14 to 30 days for self-serve SaaS products and 30 to 90 days for enterprise pilots requiring procurement approval, security review, and integration testing. The right length depends on your product's complexity and the buyer's decision cycle. Whatever duration you choose, state it as a specific number of days in the contract and build in automatic expiry — open-ended trials consistently convert at lower rates than time-bounded ones.\n",{"question":424,"answer":425},"What happens to data after the trial expires?","The trial agreement should specify exactly what happens: typically, the licensee's data is deleted within 30 days of expiry unless the licensee requests an export in writing before that deadline. For trials involving EU or UK data subjects, GDPR and UK GDPR impose specific deletion and portability obligations regardless of what the contract says — the agreement should reference your privacy policy and any data processing addendum to ensure consistency.\n",{"question":427,"answer":428},"Can a trial software agreement automatically convert to a paid license?","Yes — a conversion clause can provide that the trial automatically rolls into a paid subscription on expiry unless the licensee cancels in writing before a defined date. This is common for SaaS products and requires advance notice to the licensee, typically 7 to 14 days before expiry, to be enforceable in consumer-facing contexts. For B2B agreements, automatic conversion with clear advance notice is generally enforceable, but consider the jurisdiction's requirements — some EU member states require explicit opt-in for automatic renewals even in B2B contexts.\n",{"question":430,"answer":431},"Do I need a lawyer to use this template?","For straightforward SaaS trials involving a single jurisdiction and standard evaluation terms, a high-quality template is typically sufficient for most small to mid-size software vendors. Legal review is strongly recommended when the trial involves regulated industries (healthcare, financial services, government), enterprise prospects with significant negotiating power, cross-border data transfers subject to GDPR or other frameworks, or software containing patentable methods or sensitive trade secrets.\n",{"question":433,"answer":434},"What is the difference between a trial license agreement and an NDA?","A non-disclosure agreement restricts disclosure of confidential information but does not grant any rights to access or use the software itself. A trial license agreement grants limited access rights and typically includes confidentiality obligations as one of its clauses. In practice, many enterprise software evaluations require both documents — an NDA signed before any product demonstrations or technical disclosures, followed by a trial license agreement executed before hands-on access is granted.\n",[436,440,444,448],{"industry":437,"icon_asset_id":438,"specifics":439},"SaaS / Technology","industry-saas","Self-serve clickwrap trials with automatic expiry, seat-based access limits, and data deletion obligations aligned to GDPR and CCPA requirements.",{"industry":441,"icon_asset_id":442,"specifics":443},"Healthcare / MedTech","industry-healthtech","HIPAA Business Associate Agreement references, prohibitions on entering real patient data during evaluation, and enhanced IP protections for FDA-regulated software.",{"industry":445,"icon_asset_id":446,"specifics":447},"Financial Services / Fintech","industry-fintech","Prohibitions on using trial software for live transaction processing, enhanced confidentiality covering client and trading data, and SOC 2 audit right references for enterprise prospects.",{"industry":449,"icon_asset_id":450,"specifics":451},"Professional Services","industry-professional-services","Negotiated enterprise pilots with named-user lists, benchmark disclosure restrictions, and conversion terms tied to firm-wide rollout pricing agreed before trial commencement.",[453,456,459,461],{"vs":38,"vs_template_id":454,"summary":455},"software-license-agreement-D245","A standard software license agreement governs ongoing commercial use — it includes pricing, support obligations, SLAs, and renewal terms that are inappropriate for a no-cost evaluation. A trial agreement is scoped to evaluation only, disclaims all warranties, and terminates automatically. Use the trial agreement first; execute the commercial license when the customer converts.",{"vs":240,"vs_template_id":457,"summary":458},"saas-subscription-agreement-D13291","A SaaS subscription agreement is the commercial governing document for a paying subscriber — it covers uptime commitments, support tiers, payment terms, and data processing obligations at a commercial level. A trial agreement covers the same product but under no-cost, time-limited, evaluation-only terms with a full 'as is' disclaimer. The two documents should be executed sequentially, not used interchangeably.",{"vs":247,"vs_template_id":248,"summary":460},"An NDA governs disclosure of confidential information — it does not grant any right to access or use software. A trial software license agreement grants limited access rights and incorporates confidentiality obligations as one of its clauses. In enterprise sales, both documents are typically used: an NDA before demos and technical disclosures, followed by a trial license before hands-on access.",{"vs":251,"vs_template_id":462,"summary":463},"software-development-agreement-D247","A software development agreement governs the creation of custom software by a developer for a client — it addresses deliverables, milestones, IP ownership of newly created work, and payment. A trial license agreement governs access to existing software for evaluation only. If a prospect requests customization or integration work during a trial, a separate development agreement is required.",{"use_template":465,"template_plus_review":469,"custom_drafted":473},{"best_for":466,"cost":467,"time":468},"SaaS vendors running standard self-serve or SMB trials in a single jurisdiction with no regulated data","Free","30 minutes",{"best_for":470,"cost":471,"time":472},"Enterprise software vendors running negotiated pilots, cross-border trials, or evaluations involving personal data subject to GDPR or CCPA","$400–$900","2–4 days",{"best_for":474,"cost":475,"time":476},"Healthcare, financial services, or government software vendors with complex regulatory obligations, patentable IP, or high-value enterprise pilots","$2,000–$6,000+","1–3 weeks",[478,483,488,493],{"code":479,"name":480,"flag_asset_id":481,"note":482},"us","United States","flag-us","Warranty disclaimers and limitation of liability clauses must appear in conspicuous language — typically ALL CAPS — to be enforceable under the UCC and most state contract laws. Clickwrap acceptance is broadly enforceable across federal circuits; browse-wrap is not. California, Texas, and New York courts apply heightened scrutiny to one-sided limitation clauses. CCPA applies if trial users include California consumers whose data is processed during evaluation.",{"code":484,"name":485,"flag_asset_id":486,"note":487},"ca","Canada","flag-ca","PIPEDA (and Quebec Law 25 for provincially regulated entities) applies to any personal data collected during a trial involving Canadian residents, requiring a lawful basis for processing and a clear retention and deletion policy. Ontario and BC courts have enforced clickwrap trial terms as binding agreements when the acceptance mechanism is clear and prominent. Quebec requires contracts to be available in French for consumers; B2B agreements in English are generally acceptable.",{"code":489,"name":490,"flag_asset_id":491,"note":492},"uk","United Kingdom","flag-uk","UK GDPR applies to any personal data processed during a trial involving UK data subjects — a Data Processing Addendum or equivalent clause is required if the licensor processes personal data on the licensee's behalf. The Unfair Contract Terms Act 1977 and Consumer Rights Act 2015 limit the extent to which liability can be excluded, particularly for negligence causing loss. Clickwrap acceptance is enforceable if the terms are clearly presented before acceptance.",{"code":494,"name":495,"flag_asset_id":496,"note":497},"eu","European Union","flag-eu","GDPR Article 28 requires a Data Processing Agreement for any trial where the licensor processes personal data on behalf of the licensee. The EU AI Act may impose additional obligations if the trial software uses AI or machine learning components. Several member states — including France, Germany, and the Netherlands — apply consumer protection rules even to some B2B trial agreements. Automatic renewal and conversion clauses require explicit advance notice to comply with local commercial codes in Austria, Germany, and Belgium.",[237,241,248,252,499,500,501,502,503,504,505,506],"end-user-license-agreement-D13011","terms-of-service-agreement-D920","privacy-policy-D13285","data-processing-agreement-D13954","master-service-agreement-D12657","service-level-agreement-D778","intellectual-property-assignment-D5229","cease-and-desist-letter-D12916",{"emit_how_to":194,"emit_defined_term":194},{"primary_folder":114,"secondary_folder":509,"document_type":510,"industry":511,"business_stage":512,"tags":513,"confidence":519},"intellectual-property-and-licensing","agreement","software-and-technology","growth",[514,515,516,517,518],"saas","customer-acquisition","software-license","trial-period","licensing",0.92,"\u003Ch2>What is a Trial Software License Agreement?\u003C/h2>\n\u003Cp>A \u003Cstrong>Trial Software License Agreement\u003C/strong> is a legally binding contract that grants a prospective customer a limited, non-commercial right to access and evaluate a software product for a defined evaluation period — typically 14 to 90 days — before committing to a paid license. It establishes the boundaries of permitted use, confirms the licensor's ownership of all intellectual property, sets confidentiality obligations on both sides, governs the handling of any data entered during evaluation, and terminates automatically when the evaluation period ends. Unlike an informal "try before you buy" arrangement, a properly executed trial license agreement gives the licensor enforceable protections against reverse engineering, unauthorized copying, benchmark disclosure, and production use of software provided at no cost.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Offering software for evaluation without a signed trial agreement is one of the most common and costly oversights in software sales. Without one, a prospect who deploys your software across their organization has no contractual obligation to stop, no prohibition on reverse engineering your code, and no duty to keep your pricing, architecture, or roadmap confidential after the evaluation ends. Data entered into the trial environment may be subject to GDPR, CCPA, or PIPEDA obligations that the licensor unwittingly inherits with no contractual framework to manage them. Conversion to a paid license stalls when neither party has a clear path from trial expiry to commercial agreement. A well-drafted trial software license agreement closes all of these gaps in under 30 minutes — defining exactly who can access the software, for how long, for what purpose, and on what terms — so your sales team can run evaluations at scale without accumulating unmanaged legal exposure with every new prospect.\u003C/p>\n",1781186035152]