[{"data":1,"prerenderedAt":519},["ShallowReactive",2],{"document-vendor-oriented-software-license-agreement-D816":3},{"document":4,"label":21,"preview":11,"thumb":22,"thumb600":23,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":24,"breadcrumb":28,"related":36,"customDescModule":173,"customdescription":6,"mdFm":174,"mdProseHtml":518},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":20},"VENDOR ORIENTED SOFTWARE LICENSE AGREEMENT This Vendor Oriented Software License Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Licensor\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [LICENSEE NAME] (the \"Licensee\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Licensor has developed certain computer programs and related documentation more particularly described in Schedule A attached hereto (the \"Products\") and desires to grant Licensee a license to use the Software. WHEREAS, Licensee wishes to use the Software under the conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual promises set forth herein, Licensee and Licensor hereby agree as follows: License In accordance with the terms herein, Licensor grants to Licensee, and Licensee accepts from Licensor, a perpetual non-exclusive and non-transferable license to use the current version of Licensor's Software. A description of the Software System is attached as Schedule A. The Software shall initially be used only on equipment and at location(s) identified in Schedule B as \"Data Processing Centers.\" Use of the Software may be subsequently transferred to Data Processing Centers maintained by Licensee at other locations, provided (1) the total number of Data Processing Centers at which the Software is used by Licensee does not exceed the number of Data Processing Centers specified in Schedule B, and (2) Licensee provides Licensor with written notice [NUMBER] days before such transfer. The Software shall be used only for the processing of Licensee's own business, which shall include servicing, and maintaining records on behalf of, its customers and clients. Licensee shall not: (1) permit any third party to use the Software, (2) use the Software in the operation of a service bureau, or (3) allow access to the licensed Software through terminals located outside Licensee's business premises. A license may be temporarily transferred to back-up equipment if the particular scheduled equipment is inoperative for more than [NUMBER] hours. Copies The license(s) granted herein include(s) the right to copy the Software in non-printed, machine readable form in whole or in part as necessary for Licensee's own business use. In order to protect Licensor's trade secret and copyrights in the Software, Licensee agrees to reproduce and incorporate Licensor's trade secret or copyright notice in any copies, modifications or partial copies. Licensee shall maintain no more than one copy of source code and three copies of object code for the Software for each Data Processing Center at any time. In addition, Licensee may maintain one source code listing for each Data Processing Center, secured so as to protect Licensor's proprietary rights therein. Price and Payment Licensee shall make payment to Licensor for the Software license pursuant to the fees and payment terms set forth in Schedule C. Software Ownership Licensor represents that it is the owner of the Software and all portions thereof and that it has the right to modify same and to grant Licensee a license for its use. Intent to Cooperate Both Licensor and Licensee acknowledge that successful implementation of the Software pursuant to this License Agreement shall require their full and mutual good faith cooperation and Licensee acknowledges that it shall timely fulfill its responsibilities, including but not limited to those set forth below. Consulting Services Licensor shall provide Licensee with [NUMBER] man-days of additional consulting services, not including software maintenance, to be used at Licensee's discretion. Title to Software Systems and Confidentiality The Software and all programs developed hereunder and all copies thereof are proprietary to Licensor and title thereto remains in Licensor. All applicable rights to patents, copyrights, trademarks and trade secrets in the Software or any modifications made at Licensee's request are and shall remain in Licensor. Licensee shall not sell, transfer, publish, disclose, display or otherwise make available the Software or copies thereof to others. Licensee agrees to secure and protect each module, software product, documentation and copies thereof in a manner consistent with the maintenance of Licensor's rights therein and to take appropriate action by instruction or agreement with its employees or consultants who are permitted access to each program or software product to satisfy its obligations hereunder. All copies made by the Licensee of the Software and other programs developed hereunder, including translations, compilations, partial copies with modifications and updated works, are the property of Licensor. Violation of any provision of this paragraph shall be the basis for immediate termination of this License Agreement. Acceptance The Software shall be deemed to have been accepted when it passes Licensor's standard test procedures on equipment approved by Licensor pursuant to paragraph 16 below. Use and Training Licensee shall limit the use of the Software to its employees who have been appropriately trained. Licensor shall make training for the Software available to Licensee pursuant to its standard training procedures. Training shall be provided at a location to be determined by Licensor. Warranty Licensor warrants that Software will conform, as to all substantial operational features, to Licensor's current published specifications when installed and will be free of defects which substantially affect system performance. The Licensee must notify Licensor in writing, within [NUMBER] days of delivery of the Software to the Licensee (not including delivery of any subsequent modifications to the Software), of its claim of any such defect. If the Software is found defective by Licensor, Licensor's sole obligation under this warranty is to remedy such defect in a manner consistent with Licensor's regular business practices. THE ABOVE IS A LIMITED WARRANTY AND IT IS THE ONLY WARRANTY MADE BY LICENSOR. LICENSOR MAKES AND LICENSEE RECEIVES NO WARRANTY EXPRESS OR IMPLIED AND THERE ARE EXPRESSLY EXCLUDED ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. LICENSOR SHALL HAVE NO LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT FOR CONSEQUENTIAL, EXEMPLARY, OR INCIDENTAL DAMAGES EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE STATED EXPRESS WARRANTY IS IN LIEU OF ALL LIABILITIES OR OBLIGATIONS OF LICENSOR FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE DELIVERY, USE, OR PERFORMANCE OF THE SOFTWARE SYSTEMS. If any modifications are made to the Software by Licensee during the warranty period, this warranty shall immediately be terminated. Correction for difficulties or defects traceable to Licensee's errors or systems changes shall be billed at Licensor's standard time and material charges.",null,"Vendor-Oriented Software License Agreement","10",67,"doc","https://templates.business-in-a-box.com/imgs/1000px/vendor-oriented-software-license-agreement-D816.png","https://templates.business-in-a-box.com/imgs/250px/816.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#816.xml",{"title":6,"description":6},[16,19],{"label":17,"url":18},"Software & Technology","/templates/software-technology-business/",{"label":17,"url":18},"vendor oriented software license agreement","Vendor-Oriented Software License Agreement Template","https://templates.business-in-a-box.com/imgs/400px/816.png","https://templates.business-in-a-box.com/imgs/600px/816.png",[25,16,19],{"label":26,"url":27},"Templates","/templates/",[29,30,33],{"label":26,"url":27},{"label":31,"url":32},"Legal Agreements","/templates/business-legal-agreements/",{"label":34,"url":35},"Intellectual Property & Licensing","/templates/intellectual-property-and-licensing/",[37,41,45,49,53,57,61,65,69,73,77,81,85,102,117,129,144,159],{"label":38,"url":39,"thumb":40,"extension":10},"Licensee Oriented Software License Agreement","/template/licensee-oriented-software-license-agreement-D794","https://templates.business-in-a-box.com/imgs/250px/794.png",{"label":42,"url":43,"thumb":44,"extension":10},"Licensor Oriented Software License Agreement","/template/licensor-oriented-software-license-agreement-D795","https://templates.business-in-a-box.com/imgs/250px/795.png",{"label":46,"url":47,"thumb":48,"extension":10},"Software License Agreement","/template/software-license-agreement-D12928","https://templates.business-in-a-box.com/imgs/250px/12928.png",{"label":50,"url":51,"thumb":52,"extension":10},"SaaS Software License Agreement","/template/saas-software-license-agreement-D12860","https://templates.business-in-a-box.com/imgs/250px/12860.png",{"label":54,"url":55,"thumb":56,"extension":10},"Software Development and License Agreement","/template/software-development-and-license-agreement-D801","https://templates.business-in-a-box.com/imgs/250px/801.png",{"label":58,"url":59,"thumb":60,"extension":10},"Trial Software License Agreement","/template/trial-software-license-agreement-D815","https://templates.business-in-a-box.com/imgs/250px/815.png",{"label":62,"url":63,"thumb":64,"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":66,"url":67,"thumb":68,"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":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},"Vendor Agreement","/template/vendor-agreement-D13292","https://templates.business-in-a-box.com/imgs/250px/13292.png",{"label":82,"url":83,"thumb":84,"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",{"description":86,"descriptionCustom":6,"label":87,"pages":88,"size":89,"extension":10,"preview":90,"thumb":91,"svgFrame":92,"seoMetadata":93,"parents":95,"keywords":94,"url":101},"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",513,"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":94,"description":6},"end user license agreement",[96,98],{"label":31,"url":97},"business-legal-agreements",{"label":99,"url":100},"License Agreements","license-agreement","/template/end-user-license-agreement-D13011",{"description":103,"descriptionCustom":6,"label":104,"pages":105,"size":106,"extension":10,"preview":107,"thumb":108,"svgFrame":109,"seoMetadata":110,"parents":111,"keywords":115,"url":116},"CUSTOM SOFTWARE DEVELOPMENT AGREEMENT This Custom Software Development Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [CUSTOMER NAME] (the \"Customer\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Developer\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS WHEREAS Customer wishes to [DESCRIBE NEEDS TO BE ADDRESSED], and wants to hire Developer to develop these custom software packages, and; WHEREAS Developer desires to develop these custom software packages for Customer: NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto, intending, to be legally bound, agree as follows: Purpose of Agreement Customer desires to retain Developer as an independent contractor to develop the computer software (the \"Software\") described in the Functional Specifications contained in Exhibit A attached to and made part of this Agreement. Developer is ready, willing and able to undertake the development of the Software and agrees to do so under the terms and conditions set forth in this Agreement. Preparation of Development Plan Developer shall prepare a development plan (\"Development Plan\") for the Software, satisfying the requirements set forth in the Functional Specifications. The Development Plan shall include: Detailed Specifications for the Software; A listing of all items to be delivered to Customer under this Agreement (\"Deliverables\"); A delivery schedule containing a delivery date for each Deliverable; and A payment schedule setting forth the amount and time of Developer's compensation. ACCEPTANCE OF DEVELOPMENT PLAN Developer shall deliver the Development Plan to Customer by [DEVELOPMENT PLAN DEADLINE]. Customer shall have [NUMBER] days to review the Development Plan. Upon approval of the Development Plan by Customer, it will be marked as Exhibit B and will be deemed by both parties to have become a part of this Agreement and will be incorporated by reference. Developer shall then commence development of Software that will substantially conform to the requirements set forth in the Development Plan. If the Development Plan is in Customer's reasonable judgment unsatisfactory in any material respect, Customer shall prepare a detailed written description of the objections. Customer shall deliver such objections to Developer within [NUMBER] days of receipt of the Development Plan. Developer shall then have [NUMBER] days to modify the Development Plan to respond to Customer's objections. Customer shall have [NUMBER] days to review the modified Development Plan. If Customer deems the modified Development Plan to be unacceptable, Customer has the option of terminating this Agreement upon written notice to Developer or permitting Developer to modify the Development Plan again under the procedure outlined in this paragraph. If this Agreement is terminated, the obligations of both parties under it shall end except for Customer's obligation to pay Developer all sums due for preparing the Development Plan and the ongoing obligations of confidentiality set forth in the provision of this Agreement entitled \"Confidentiality.\" Payment for Development Plan If the Development Plan is not accepted by Customer and Customer terminates this Agreement, Developer shall be entitled to compensation on a time and materials basis at an hourly rate of [HOURLY RATE] plus expenses to the date of termination. Developer shall submit an invoice detailing its time and expenses preparing the Development Plan. If the invoice amount is less than the amounts paid to Developer prior to termination, Developer shall promptly return the excess to Customer. If the invoice amount exceeds the amounts paid to Developer prior to termination, Customer shall promptly pay Developer the difference. However, Developer's total compensation for preparing the Development Plan shall not exceed [AMOUNT]. Payment [TIME AND MATERIALS AGREEMENT] Developer shall be compensated at the rate of [RATE] per hour [OR \"day,\" \"week,\" \"month\"]. Payment will be made within [NUMBER OF DAYS] days of Developer's submission of an invoice for work completed. [OPTIONAL: \"Unless otherwise agreed upon in writing by Customer, Customer's maximum liability for all services performed during the term of this Agreement shall not exceed [MAXIMUM AMOUNT].\"] OR [FIXED PRICE AGREEMENT] The total contract price shall be set forth in the Development Plan. Customer shall pay the Developer the sum of [INITIAL AMOUNT] upon execution of this Agreement and the sum of [AMOUNT IF PLAN APPROVED] upon Customer's approval of the Development Plan. The remainder of the contract price shall be payable in installments according to the payment schedule to be included in the Development Plan. Each installment shall be payable upon completion of each project phase by Developer and acceptance by Customer in accordance with the provision of this Agreement entitled \"Acceptance Testing of Software.\" Payment of Developer's Costs Customer shall reimburse Developer for all out-of-pocket expenses incurred by Developer in performing services under this Agreement. Such expenses include, but are not limited, to: All communications charges Costs for providing conversion services for converting Customer's database Media costs Travel expenses other than normal commuting, including airfares, rental vehicles, and highway mileage in company or personal vehicles at [cents per mile] Other expenses resulting from the work performed under this Agreement. Developer shall submit an itemized statement of Developer's expenses. Customer shall pay Developer within [NUMBER] days from the date of each statement. Late Fees Late payments by Customer shall be subject to late penalty fees of [%] per month from the due date until the amount is paid. Materials Customer shall make available to Developer, at Customer's expense, the following materials, facilities and equipment: [LIST] These items will be provided to Customer by [DATE]. Changes in Project Scope If at any time following acceptance of the Development Plan by Customer, Customer should desire a change in Developer's performance under this Agreement that will alter or amend the Specifications or other elements of the Development Plan, Customer shall submit to Developer a written proposal specifying the desired changes. Developer will evaluate each such proposal at its standard rates and charges. Developer shall submit to Customer a written response to each such proposal within [NUMBER] working days following receipt thereof. Developer's written response shall include a statement of the availability of Developer's personnel and resources, as well as any impact the proposed changes will have on the contract price, delivery dates or warranty provisions of this Agreement. Changes to the Development Plan shall be evidenced by a \"Development Plan Modification Agreement.\" The Development Plan Modification Agreement shall amend the Development Plan appropriately to incorporate the desired changes and acknowledge any effect of such changes on the provisions of this Agreement. The Development Plan Modification Agreement shall be signed by authorized representatives of Customer and Developer, whereupon Developer shall commence performance in accordance with it. Should Developer not approve the Development Plan Modification Agreement as written, Developer will so notify Customer within [NUMBER] working days of Developer's receipt of the Development Plan Modification Agreement. Developer shall not be obligated to perform any services beyond those called for in the Development Plan prior to its approval of the Development Plan Modification Agreement.","Custom Software Development Agreement","16",116,"https://templates.business-in-a-box.com/imgs/1000px/custom-software-development-agreement-D787.png","https://templates.business-in-a-box.com/imgs/250px/787.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#787.xml",{"title":6,"description":6},[112,114],{"label":17,"url":113},"software-technology-business",{"label":17,"url":113},"custom software development agreement","/template/custom-software-development-agreement-D787",{"description":118,"descriptionCustom":6,"label":119,"pages":88,"size":89,"extension":10,"preview":120,"thumb":121,"svgFrame":122,"seoMetadata":123,"parents":125,"keywords":124,"url":128},"MASTER SERVICE AGREEMENT This Master Service Agreement (\"Agreement\") is made and effective this [Date], BETWEEN: [YOUR COMPANY NAME],\" PARTY A\", a corporation organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME],\" PARTY B\", a corporation organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] SCOPE OF SERVICES [PARTY A] shall provide [PARTY B] with the services and products described in the Statements of Work. The SOW must describe the respective contribution and services of each party. Any services provided by either party under this Agreement are referred to as the \"Services\". For the purposes of this Agreement, the party engaged to perform the Services, [PARTY A], is the \"Performing Party\" and the party for whom the Services are to be performed, [PARTY B], is the \" Engaging Party\". All SOWs that are negotiated between the parties shall be in writing and executed by both parties and shall be attached hereto as supplemental Exhibits, and shall be incorporated into, and governed by, this Agreement. STATEMENT OF WORK (SOW) Contents of Statements of Work The parties shall describe each individual deliverable to be provided under this agreement in its own statement of work (each, a \"Statement of Work\"), each one including a complete description of the deliverable provided under the Statement of Work, the number of [PARTY A] personnel who will be assigned to provide the deliverable in question, key [PARTY A] personnel the parties agree are essential to the provision of the particular deliverable (shall not exceed [SPECIFY] percent of the total personnel assigned to this Statement of Work) (each one a \"Key Personnel\"), the applicable fees and fee schedule, including any milestones and milestone payments if applicable, for the particular deliverable, the service levels and acceptance criteria for the particular deliverable, any materials the parties will provide for the particular deliverable, a timeline for providing the particular deliverable, and a unique identification number for the Statement of Work and explicit reference to this agreement. Integration. A Statement of Work signed by both parties, bearing a unique identification number and making explicit reference to this Agreement, shall be deemed to form an integral part of this Agreement. Severable. The parties may terminate any individual Statement of Work without affecting the rest of the agreement or any other Statement of Work. Conflict of Terms. If there is a conflict between the terms of this agreement and any Statement of Work, the Statement of Work shall apply. Changes to Statements of Work Proposing Changes. Either party may propose amendments to the Statement of Work deliverable, fees or schedule by giving written notice to the other party. Finalizing Changes. If the parties agree to change the deliverable, fees, or schedule of a Statement of Work they parties shall cooperate to execute a written amendment to the relevant Statement of Work detailing the changes. Additional Statements of Work Request Additional Services. [PARTY B] may request additional services by sending a written notice to [PARTY A] reasonably detailing the services requested. Assess the Request. Immediately after receiving a request for additional services from [PARTY B], [PARTY A] shall evaluate the request to determine whether there are circumstances preventing it from providing the requested services and, if there are no circumstances preventing it from providing the requested services, shall provide [PARTY A] with the estimated fees and timelines for such requested services. Execute New Statement of Work. If after receiving [PARTY A] 's estimates [PARTY B] still wants the requested services, the parties shall execute a new Statement of Work according to the requirements of paragraph CONTENT OF STATEMENTS OF WORK. Acceptance and Rejection Inspection Period. [PARTY B] shall have an \"Inspection period\" of [NUMBER] working days after [PARTY A] has provided the deliverable to review and verify that the deliverable meets the acceptance criteria as set out in the applicable Statement of Work (the \"Inspection Period\"). Acceptance. If in [PARTY B] 's opinion the deliverable meets the acceptance criteria, [PARTY B] must accept the deliverable and notify [PARTY A] that it is accepting the deliverable. Deemed Acceptance.[PARTY B] shall be deemed to have accepted the deliverable if [PARTY B] fails to notify [PARTY A] by the end of the inspection period, or if, during the inspection period, [PARTY B] uses or attempts to use the deliverable beyond what is necessary for the inspection and testing, in a manner that a reasonable person would consider compatible with [PARTY B] having accepted deliverable from [PARTY A]. Rejection. If in [PARTY B]'s opinion, the deliverable does not materially meet the acceptance criteria, [PARTY B] may reject the deliverable by delivering to [PARTY B] a written list detailing each failure to satisfy the acceptance criteria. TERM The term of this Agreement begins on [INSERT START DATE] and continues until such time as the Deliverables have been provided to the Purchaser in accordance with this Agreement or until such time as this Agreement is terminated by either party in accordance with its terms. BUDGET AND PAYMENT DEADLINE The budget and payment deadline will be defined in each SOW. Unless otherwise provided in this SOW, uncontested invoices are payable within 30 calendar days of receipt of the invoice. Payment is made as follows: [SPECIFY]. INDEPENDENT CONTRACTOR The relationship between [PARTY A] and [PARTY B] shall, within the context of the SOW, be that of an independent contractor, and nothing in this Agreement should be construed to create a partnership, joint venture, or employer-employee relationship. Each Party shall, at all times during the term of this Agreement, perform the duties and responsibilities herein without any control by the other Party. Either Party may realize a profit or loss in connection with performing the services. Either Party may render similar services for the benefit of others. Neither Party is an agent of the other Party and is not authorized to make any representation, contract, or contract commitment on behalf of the other Party. DELIVERABLES The Supplier shall provide the goods and/or services described in the Statement of Work (attached) of this Master Service Agreement. CONFIDENTIALITY Information shall be treated as confidential during the term of this Agreement and for a period of seven (7) years thereafter. During such period, the parties will not: (a) disclose the Confidential Information of the Disclosing Party to any third party, using at least the same degree of care as it uses to protect its own confidential information, but not less than reasonable care or (b) use such information for any purpose other than to perform its obligations under this Agreement. Confidential Information does not include information which has previously been made generally available to the public, becomes publicly known, without fault on the part of the Receiving Party, subsequent to disclosure by the Disclosing Party of such information to the Receiving Party, is received by the Receiving Party at any time from a source, other than the Disclosing Party, lawfully having possession of and the right to disclose such information, otherwise becomes known by the Receiving Party prior to disclosure by the Disclosing Party to the receiving party of such information, or is independently developed by the Receiving Party without use of such information","Master Service Agreement","https://templates.business-in-a-box.com/imgs/1000px/master-service-agreement-D12657.png","https://templates.business-in-a-box.com/imgs/250px/12657.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12657.xml",{"title":124,"description":6},"master service agreement",[126,127],{"label":31,"url":97},{"label":31,"url":97},"/template/master-service-agreement-D12657",{"description":130,"descriptionCustom":6,"label":131,"pages":132,"size":89,"extension":10,"preview":133,"thumb":134,"svgFrame":135,"seoMetadata":136,"parents":138,"keywords":137,"url":143},"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":137,"description":6},"non disclosure agreement nda",[139,140],{"label":31,"url":97},{"label":141,"url":142},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":145,"descriptionCustom":6,"label":146,"pages":147,"size":148,"extension":10,"preview":149,"thumb":150,"svgFrame":151,"seoMetadata":152,"parents":153,"keywords":157,"url":158},"INDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor Agreement (\"Agreement\") is made and effective [Date], BETWEEN: [INDEPENDENT CONTRACTOR NAME] (the \"Independent Contractor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS Independent Contractor is engaged in providing [Describe] business services, its Employer Tax I.D. Number is [Insert], and its Business License Number is [insert]. Independent Contractor has complied with all Federal, State, and local laws regarding business permits, sales permits, licenses, reporting requirements, tax withholding requirements, and other legal requirements of any kind that may be required to carry out said business and the Scope of Work which is to be performed as an Independent Contractor pursuant to this Agreement. Independent Contractor is or remains open to conducting similar tasks or activities for clients other than the Company and holds themselves out to the public to be a separate business entity. Company desires to engage and contract for the services of the Independent Contractor to perform certain tasks as set forth below. Independent Contractor desires to enter into this Agreement and perform as an independent contractor for the company and is willing to do so on the terms and conditions set forth below. NOW, THEREFORE, in consideration of the above recitals and the mutual promises and conditions contained in this Agreement, the Parties agree as follows: TERMS This Agreement shall be effective commencing [Date], and shall continue until terminated at the completion of the Scope of Work which shall occur no later than [Date] or by either party as otherwise provided herein. STATUS OF INDEPENDENT CONTRACTOR This Agreement does not constitute a hiring by either party. It is the parties intentions that Independent Contractor shall have an independent contractor status and not be an employee for any purposes, including, but not limited to, [laws]. Independent Contractor shall retain sole and absolute discretion in the manner and means of carrying out their activities and responsibilities under this Agreement. This Agreement shall not be considered or construed to be a partnership or joint venture, and the Company shall not be liable for any obligations incurred by Independent Contractor unless specifically authorized in writing. Independent Contractor shall not act as an agent of the Company, ostensibly or otherwise, nor bind the Company in any manner, unless specifically authorized to do so in writing. TASKS, DUTIES, AND SCOPE OF WORK Independent Contractor agrees to devote as much time, attention, and energy as necessary to complete or achieve the following: [Describe]. The above to be referred to in this Agreement as the \"Scope of Work\". It is expected that the Scope of Work will completed by [Date]. Independent Contractor shall additionally perform any and all tasks and duties associated with the Scope of Work set forth above, including but not limited to, work being performed already or related change orders. Independent Contractor shall not be entitled to engage in any activities which are not expressly set forth by this Agreement. The books and records related to the Scope of Work set forth in this Agreement shall be maintained by the Independent Contractor at the Independent Contractor's principal place of business and open to inspection by Company during regular working hours. Documents to which Company will be entitled to inspect include, but are not limited to, any and all contract documents, change orders/purchase orders and work authorized by Independent Contractor or Company on existing or potential projects related to this Agreement. Independent Contractor shall be responsible to the management and directors of Company, but Independent Contractor will not be required to follow or establish a regular or daily work schedule. Supply all necessary equipment, materials and supplies. Independent Contractor will not rely on the equipment or offices of Company for completion of tasks and duties set forth pursuant to this Agreement. Any advice given Independent Contractors regarding the scope of work shall be considered a suggestion only, not an instruction. Company retains the right to inspect, stop, or alter the work of Independent Contractor to assure its conformity with this Agreement. ASSURANCE OF SERVICES Independent Contractor will assure that the following individuals (the \"Key Employees\") will be available to perform, and will perform, the Services hereunder until they are completed (identify by title and name as applicable): [Name of Key Employee, Title] [Name of Key Employee, Title] The Key Employees may be changed only with the prior written approval of the Company, which approval shall not be unreasonably withheld. COMPENSATION Independent Contractor shall be entitled to compensation for performing those tasks and duties related to the Scope of Work as follows: [Describe] Such compensation shall become due and payable to Independent Contractor in the following time, place, and manner: [Describe] NOTICE CONCERNING WITHHOLDING OF TAXES Independent Contractor recognizes and understands that it will receive a [specify tax] statement and related tax statements, and will be required to file corporate and/or individual tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law. Independent Contractor hereby promises and agrees to indemnify the Company for any damages or expenses, including attorney's fees, and legal expenses, incurred by the Company as a result of independent contractor's failure to make such required payments. AGREEMENT TO WAIVE RIGHTS TO BENEFITS Independent Contractor hereby waives and foregoes the right to receive any benefits given by Company to its regular employees, including, but not limited to, health benefits, vacation and sick leave benefits, profit sharing plans, etc. This waiver is applicable to all non-salary benefits which might otherwise be found to accrue to the Independent Contractor by virtue of their services to Company, and is effective for the entire duration of Independent Contractor's agreement with Company. This waiver is effective independently of Independent Contractor's employment status as adjudged for taxation purposes or for any other purpose. Neither this Agreement, nor any duties or obligations under this Agreement may be assigned by either party without the consent of the other. TERMINATION This Agreement may be terminated prior to the completion or achievement of the Scope of Work by either party giving [number] days written notice. Such termination shall not prejudice any other remedy to which the terminating party may be entitled, either by law, in equity, or under this Agreement. NON-DISCLOSURE OF TRADE SECRETS, CUSTOMER LISTS AND OTHER PROPRIETARY INFORMATION Independent Contractor agrees not to disclose or communicate, in any manner, either during or after Independent Contractor's agreement with Company, information about Company, its operations, clientele, or any other information, that relate to the business of Company including, but not limited to, the names of its customers, its marketing strategies, operations, or any other information of any kind which would be deemed confidential, a trade secret, a customer list, or other form of proprietary information of Company. Independent Contractor acknowledges that the above information is material and confidential and that it affects the profitability of Company. ","Independent Contractor Agreement","6",62,"https://templates.business-in-a-box.com/imgs/1000px/independent-contractor-agreement-D160.png","https://templates.business-in-a-box.com/imgs/250px/160.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#160.xml",{"title":6,"description":6},[154],{"label":155,"url":156},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",{"description":160,"descriptionCustom":6,"label":161,"pages":162,"size":163,"extension":10,"preview":164,"thumb":165,"svgFrame":166,"seoMetadata":167,"parents":168,"keywords":171,"url":172},"SERVICE LEVEL AGREEMENT This Service Level Agreement (the Agreement\") is effective as of [DATE] (the \"Effective Date\"). BETWEEN: [YOUR COMPANY NAME] (the \"Service Provider\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [CLIENT NAME] (the \"Client\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] RECITALS This Agreement sets forth the terms and conditions under which Client will provide Service Provider with certain Equipment under bailment and Service Provider will provide certain support services to Client on specified Service Provider premises (hereinafter referred to as the \"Service Provider Network Location(s)\"). WHEREAS, Service Provider is desirous and capable of providing support services for certain Client-Provided Equipment which interconnects to Service Provider transmission services; and WHEREAS, Client desires to have the Equipment supported by Service Provider in a designated portion of certain Service Provider Network Location(s), as set forth in Exhibit A of this agreement (hereinafter referred to as the \"Location and Equipment Summary\"), which is attached hereto and made a part hereof; and WHEREAS, Client and Service Provider (hereinafter referred to cumulatively as the \"Parties\" and singularly as the \"Party\") have agreed on the terms which shall govern the bailment and support of the Equipment as set forth in Exhibit B of this agreement (hereinafter referred to as the \"Statement of Work\"), which is attached hereto and made a part hereof, and as set forth in Exhibit C of this agreement (hereinafter referred to as the \"Non-Recurring and Monthly Recurring Pricing Summary\"), which is attached hereto and made a part hereof; NOW, THEREFORE, in consideration of the mutual agreements and promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: UNDERTAKINGS Client will provide for the inside delivery of the Equipment at the Service Provider Network Location(s) as specified in the Location and Equipment Summary with proper and timely notification as specified in the Statement of Work. Client will install the Equipment at the Service Provider Network Location(s) as specified in the Location and Equipment Summary in accordance with Service Provider and Industry standards and practices as specified in the Statement of Work. Service Provider will connect the Equipment to Service Provider services at the Service Provider Network Location(s) as specified in the Location and Equipment Summary in accordance with Service Provider standards and practices as specified in the Statement of Work. Service Provider will hold the Equipment in bailment for use only at the Service Provider Network Location(s) as specified in the Location and Equipment Summary and only for the purposes contemplated herein. During the term of the bailment, Service Provider shall provide space, power, testing, environment and other support services for the Equipment as set forth in the Statement of Work and Service Provider shall have no other responsibility for the Equipment. Client shall cooperate fully with Service Provider in the provision of these support services and agrees to perform those activities identified as Client Responsibilities in the Statement of Work. TERM AND TERMINATION The initial term of this Agreement shall commence on the [DATE], shall continue for a period of [NUMBER] years, and then shall terminate on [DATE]. This Agreement is binding when executed by Client and subsequently accepted by Service Provider and once accepted by Service Provider, the rates and charges provided in this Agreement will be effective from the first day of the next billing cycle following Client's signature date (the \"Effective Date\"). Either Party may terminate this Agreement following the giving of [NUMBER] calendar days prior written notice of termination to the other Party. If Client terminates this Agreement prior to the expiration of the initial [NUMBER] year term, Client will pay Service Provider, in addition to all other charges due, per Service Provider Network Location, which amount shall represent liquidated damages that Client agrees are reasonable. Client shall remove its Equipment from the Service Provider Network Location(s) within [NUMBER] calendar days of the termination of this Agreement and, if Client fails to do so, Service Provider may itself remove the Equipment and store the same at Client's expense and at Client's sole risk. Any expenditure by Service Provider for the removal and storage of the Equipment shall bear interest at the lesser of [%] per annum or the maximum rate permitted by law. The rights and duties in Article D, \"Warranty and Liability\" shall survive the termination of this Agreement. FINANCIAL PROVISIONS Client shall pay Service Provider a non-recurring fee for Site Preparation, Additional AC or DC Power Circuits and Circuit Interconnection at each of the Service Provider Network Location(s) as set forth in the Non-Recurring and Monthly Recurring Pricing Summary. Client shall pay Service Provider on a monthly recurring basis for Location Management Fee(s), an Uninterruptable Power Supply (UPS) for [115V OR OTHER] AC Power Circuits and for Service Provider First-Level Maintenance Support at each of the Service Provider Network Location(s) as set forth in the Non-Recurring and Monthly Recurring Pricing Summary. Client shall pay Service Provider a one time charge of [AMOUNT per circuit when, at the Client's request, Service Provider provided cabling is added, moved or changed after the initial Site Preparation work listed in the Equipment and Location Summary is completed by Service Provider. This charge is in addition to any other charges specified in the applicable tariff or contract from the entity from which the facility or service is obtained. For equipment moves made pursuant to Client's request, Client shall pay for each unit of Equipment this is moved to a different location within the same Service Provider Network Location after the initial Site Preparation work listed in the Equipment and Location Summary is completed by Service Provider. Client shall pay directly or reimburse Service Provider, as applicable, for all taxes, duties, and similar liabilities which may result from this Agreement, or any support services specified hereunder, exclusive of taxes based on Service Provider's net income. All invoices shall be due and payable in [CURRENCY] within [NUMBER] calendar days upon receipt as set forth in the Non-Recurring and Monthly Recurring Pricing Summary. WARRANTY AND LIABILITY Service Provider warrants that its undertakings hereunder shall be performed in a professional and workmanlike manner and that it will provide Support Services in accordance with this Agreement. NO OTHER WARRANTIES ARE EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANYWARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Client warrants that it has the unrestricted right to place the Equipment at Service Provider's Location(s) listed in the Location and Equipment Summary for the term of this Agreement. Except as otherwise set forth herein, neither Party shall be deemed negligent, at fault or liable in any respect to the other for any delay, interruption or failure in performance hereunder resulting from fire, flood, water, the elements, explosions, acts of God, war, accidents, labor disputes, strikes, shortages of equipment or suppliers, unavailability of transportation or other cause beyond the reasonable control of the Party delayed or prevented from performing.","Service Level Agreement","12",89,"https://templates.business-in-a-box.com/imgs/1000px/service-level-agreement-D778.png","https://templates.business-in-a-box.com/imgs/250px/778.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#778.xml",{"title":6,"description":6},[169,170],{"label":17,"url":113},{"label":17,"url":113},"service level agreement","/template/service-level-agreement-D778",false,{"seo":175,"reviewer":186,"legal_disclaimer":190,"quick_facts":191,"at_a_glance":193,"personas":197,"variants":222,"glossary":250,"clauses":284,"how_to_fill":335,"common_mistakes":376,"faqs":401,"industries":429,"comparisons":446,"diy_vs_lawyer":460,"jurisdictions":473,"related_template_ids_curated":494,"schema":505,"classification":506},{"meta_title":176,"meta_description":177,"primary_keyword":20,"secondary_keywords":178},"Vendor Oriented Software License Agreement Template (Free Word)","Free vendor-oriented software license agreement template. Covers license grants, restrictions, IP ownership, warranties, liability limits, and termination. Free Word and PDF download.",[179,180,181,182,183,184,185],"software license agreement template word","software license contract template","vendor software license template","software licensing agreement free","end user software license agreement","commercial software license agreement template","software license agreement pdf",{"name":187,"credential":188,"reviewed_date":189},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":192,"legal_review_recommended":190,"signature_required":190,"notarization_required":173},"advanced",{"what_it_is":194,"when_you_need_it":195,"whats_inside":196},"A Vendor Oriented Software License Agreement is a legally binding contract drafted from the software vendor's perspective that governs how a licensee may install, access, and use the vendor's proprietary software. This free Word download gives vendors a structured, enforceable starting point they can edit online and export as PDF — covering license scope, IP ownership, restrictions, warranties, liability limitations, and termination in a single document.\n","Use it whenever you sell, distribute, or deploy proprietary software to customers, partners, or enterprise clients and need to control how the software is used, protect your source code and IP, and limit your liability exposure. It is equally necessary for on-premise installations, SaaS subscriptions, and embedded OEM deployments.\n","License grant and scope, permitted and prohibited uses, IP ownership and reservation of rights, fees and payment terms, limited warranty and disclaimer, limitation of liability and indemnification, confidentiality, audit rights, term and termination, and governing law. Together these clauses define the boundaries of the customer relationship and protect the vendor's commercial and legal position.\n",[198,202,206,210,214,218],{"title":199,"use_case":200,"icon_asset_id":201},"Independent software vendors (ISVs)","Licensing packaged software products to business customers under controlled terms","persona-software-vendor",{"title":203,"use_case":204,"icon_asset_id":205},"SaaS founders and startups","Formalizing customer access to a cloud platform before scaling sales","persona-startup-founder",{"title":207,"use_case":208,"icon_asset_id":209},"Enterprise software companies","Standardizing license terms across hundreds of enterprise accounts","persona-ceo",{"title":211,"use_case":212,"icon_asset_id":213},"IT and legal operations teams","Replacing ad hoc software contracts with a consistent enforceable template","persona-operations-director",{"title":215,"use_case":216,"icon_asset_id":217},"OEM and embedded software providers","Licensing software components to hardware manufacturers for product integration","persona-technology-partner",{"title":219,"use_case":220,"icon_asset_id":221},"Open-source software companies with commercial tiers","Governing paid commercial licenses separately from free open-source use","persona-developer",[223,227,231,235,239,243,246],{"situation":224,"recommended_template":225,"slug":226},"Licensing desktop or on-premise software to a single organization","Vendor Oriented Software License Agreement","vendor-oriented-software-license-agreement-D816",{"situation":228,"recommended_template":229,"slug":230},"Providing cloud-hosted SaaS access with subscription billing","SaaS Subscription Agreement","subscription-agreement-D12537",{"situation":232,"recommended_template":233,"slug":234},"Licensing software to a consumer end user (B2C)","End User License Agreement (EULA)","end-user-license-agreement-D13011",{"situation":236,"recommended_template":237,"slug":238},"Licensing software components to a manufacturer for resale in a product","OEM Software License Agreement","software-license-agreement-D12928",{"situation":240,"recommended_template":241,"slug":242},"Granting a third party the right to resell or sublicense your software","Software Reseller Agreement","software-distribution-agreement-D804",{"situation":244,"recommended_template":245,"slug":238},"Distributing software under open-source terms alongside a commercial tier","Dual License Software Agreement",{"situation":247,"recommended_template":248,"slug":249},"Engaging a developer to build custom software you will own","Software Development Agreement","custom-software-development-agreement-D787",[251,254,257,260,263,266,269,272,275,278,281],{"term":252,"definition":253},"License Grant","The clause that defines precisely what the licensee is permitted to do with the software — including whether the license is exclusive or non-exclusive, perpetual or term-based, and site-limited or enterprise-wide.",{"term":255,"definition":256},"Perpetual License","A license that allows the customer to use the software indefinitely after a one-time payment, as opposed to a subscription license that expires unless renewed.",{"term":258,"definition":259},"Subscription License","A time-limited license renewed periodically — monthly or annually — with access typically terminating automatically if payment lapses.",{"term":261,"definition":262},"Source Code","The human-readable instructions that make up a software program, as distinguished from object code (compiled, machine-readable form). Vendors typically license object code only and retain source code as a trade secret.",{"term":264,"definition":265},"Derivative Work","A work based on or incorporating the licensed software — such as a modified version or integration — that may trigger IP ownership questions if not addressed in the agreement.",{"term":267,"definition":268},"Limitation of Liability","A clause that caps the vendor's total financial exposure for damages arising from the agreement, typically at the fees paid by the licensee in the preceding 12 months.",{"term":270,"definition":271},"Indemnification","A contractual obligation by which one party agrees to compensate the other for specified losses — commonly used to allocate IP infringement risk between vendor and licensee.",{"term":273,"definition":274},"Audit Right","A vendor's contractual right to inspect the licensee's deployment records, installation logs, or usage data to verify compliance with license scope and seat counts.",{"term":276,"definition":277},"Escrow (Source Code Escrow)","An arrangement where source code is deposited with a neutral third party and released to the licensee only if a defined trigger event occurs, such as the vendor's insolvency.",{"term":279,"definition":280},"Warranty Disclaimer","A clause in which the vendor expressly excludes implied warranties — such as merchantability and fitness for a particular purpose — limiting the software to an 'as-is' basis.",{"term":282,"definition":283},"Governing Law","The jurisdiction whose laws will be used to interpret and enforce the agreement, and where disputes will be resolved.",[285,290,295,300,305,310,315,320,325,330],{"name":286,"plain_english":287,"sample_language":288,"common_mistake":289},"License grant and scope","Defines exactly what rights the licensee receives — the type of license (perpetual or subscription), whether it is exclusive or non-exclusive, the permitted number of users or installations, and whether sublicensing or transfer is allowed.","[VENDOR NAME] hereby grants [LICENSEE NAME] a non-exclusive, non-transferable, non-sublicensable license to install and use [SOFTWARE NAME] solely for [LICENSEE]'s internal business purposes on up to [NUMBER] authorized devices or named users during the License Term.","Failing to define 'authorized user' or 'installation' precisely. Vague scope language means a licensee can argue that every employee across every subsidiary is covered, turning a single-site deal into an enterprise-wide license.",{"name":291,"plain_english":292,"sample_language":293,"common_mistake":294},"Restrictions and prohibited uses","Lists what the licensee is expressly forbidden from doing — reverse engineering, decompiling, copying, creating derivative works, benchmarking for competitive purposes, or using the software to build a competing product.","Licensee shall not: (a) reverse engineer, decompile, or disassemble the Software; (b) sublicense, rent, or transfer the Software to any third party; (c) use the Software to develop a competing product; or (d) remove or obscure any proprietary notices.","Omitting a prohibition on using the software to train machine-learning models or feed AI systems. Without this clause, output derived from your software can be used to replicate its functionality.",{"name":296,"plain_english":297,"sample_language":298,"common_mistake":299},"Intellectual property ownership and reservation of rights","Confirms that the vendor retains all ownership of the software, source code, documentation, and any improvements — and that the license conveys only the rights explicitly stated, nothing more.","All right, title, and interest in and to the Software, including all intellectual property rights, remain exclusively with [VENDOR NAME]. This Agreement confers no ownership rights. All rights not expressly granted are reserved by [VENDOR NAME].","Using 'license' and 'transfer' interchangeably in early drafts. A single careless use of 'conveys' or 'transfers' IP can be read by a court as an assignment, not a license, stripping the vendor of ownership.",{"name":301,"plain_english":302,"sample_language":303,"common_mistake":304},"Fees, payment terms, and license metrics","States the license fee structure — one-time, annual, or usage-based — payment due dates, accepted methods, currency, and consequences for late payment including interest or suspension of access.","Licensee shall pay the License Fee of $[AMOUNT] per [YEAR / USER / MODULE] within [30] days of invoice. Fees unpaid after [30] days accrue interest at [1.5]% per month. [VENDOR NAME] may suspend access upon [10] days' written notice if fees remain unpaid.","Not specifying the currency or tax treatment. International deals where the contract is silent on VAT, GST, or withholding tax create billing disputes and, in some jurisdictions, make the vendor liable for uncollected tax.",{"name":306,"plain_english":307,"sample_language":308,"common_mistake":309},"Limited warranty and disclaimer","Provides a narrow warranty that the software will perform materially as described in the documentation for a defined period (typically 90 days), and expressly disclaims all other warranties — implied or statutory.","[VENDOR NAME] warrants that the Software will perform materially in accordance with the Documentation for [90] days following delivery. EXCEPT FOR THIS LIMITED WARRANTY, THE SOFTWARE IS PROVIDED 'AS IS.' VENDOR EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.","Providing a warranty without a corresponding remedy. If the warranty is breached, the agreement must state what the vendor will do — repair, replace, or refund — otherwise courts will imply a remedy that may exceed the vendor's intent.",{"name":311,"plain_english":312,"sample_language":313,"common_mistake":314},"Limitation of liability","Caps the vendor's total financial exposure for all claims arising from the agreement — typically limited to the fees paid in the preceding 12 months — and excludes consequential, incidental, and indirect damages.","IN NO EVENT SHALL [VENDOR NAME]'S AGGREGATE LIABILITY EXCEED THE FEES PAID BY LICENSEE IN THE [12] MONTHS PRECEDING THE CLAIM. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.","Failing to write the limitation of liability clause in ALL CAPS or an equivalent conspicuous format. In many US states, a limitation of liability clause that is not visually distinguished from surrounding text may be unenforceable as unconscionable.",{"name":316,"plain_english":317,"sample_language":318,"common_mistake":319},"Confidentiality","Requires the licensee to protect the vendor's confidential information — including the software, pricing, and technical documentation — from unauthorized disclosure, using at least the same care applied to its own confidential information.","Licensee shall hold all Confidential Information of [VENDOR NAME] in strict confidence and shall not disclose it to any third party without prior written consent. 'Confidential Information' includes the Software, source code, Documentation, pricing, and technical data.","Not carving out permitted disclosures — such as disclosures required by law or court order — and not specifying a required notice period before the licensee complies with a legal compulsion order, leaving the vendor no time to seek a protective order.",{"name":321,"plain_english":322,"sample_language":323,"common_mistake":324},"Audit rights","Grants the vendor the right to audit the licensee's use of the software — with reasonable notice — to verify compliance with license scope, seat counts, and installation limits.","Upon [30] days' written notice, [VENDOR NAME] may audit Licensee's records and systems to verify compliance with this Agreement. If an audit reveals underpayment of [5]% or more, Licensee shall pay the shortfall plus the reasonable cost of the audit within [30] days.","Setting no audit frequency limit. Without a cap — such as once per 12-month period — the vendor can theoretically audit quarterly, creating operational disruption that damages the customer relationship.",{"name":326,"plain_english":327,"sample_language":328,"common_mistake":329},"Term and termination","Defines the initial license term, renewal mechanics (auto-renew vs. manual), and the grounds on which either party may terminate — for cause (material breach with a cure period), for insolvency, or for convenience.","This Agreement commences on [START DATE] and continues for [1] year, renewing automatically unless either party provides [60] days' written notice of non-renewal. Either party may terminate for material breach upon [30] days' written notice if the breach is not cured within that period.","No post-termination obligations clause. Without one, a licensee that has been terminated may argue it has no obligation to uninstall the software or return confidential materials, leaving the vendor with no contractual basis to demand compliance.",{"name":331,"plain_english":332,"sample_language":333,"common_mistake":334},"Governing law, dispute resolution, and jurisdiction","Specifies which jurisdiction's law governs the agreement, how disputes will be resolved (litigation, arbitration, or mediation), the venue, and any waiver of jury trial.","This Agreement is governed by the laws of [STATE], without regard to its conflict-of-law principles. Any dispute shall be resolved by binding arbitration administered by [AAA / JAMS] in [CITY, STATE], except that either party may seek injunctive relief in any court of competent jurisdiction.","Choosing a governing law jurisdiction with no meaningful connection to either party's operations. Several US states — and courts in the UK and EU — will disregard governing-law selections that appear designed solely to evade protective local laws.",[336,341,346,351,356,361,366,371],{"step":337,"title":338,"description":339,"tip":340},1,"Identify the parties and software being licensed","Enter the vendor's full registered legal entity name and the licensee's name. Describe the software product by its commercial name and version number, and attach or reference the product documentation as an exhibit.","Use the exact entity name as it appears in your corporate registry — brand names and trade names create enforceability gaps if the contracting entity ever changes.",{"step":342,"title":343,"description":344,"tip":345},2,"Define the license type and scope precisely","Choose between perpetual and subscription, exclusive and non-exclusive, and set the specific metric that governs scope — named users, concurrent users, CPU cores, or installation sites. Enter the exact number permitted.","Define 'user' to include or exclude contractors, affiliates, and subsidiaries explicitly. Enterprise licensees will always push for the broadest possible interpretation.",{"step":347,"title":348,"description":349,"tip":350},3,"Complete the fees and payment terms block","Enter the license fee amount, currency, invoice frequency, due date (Net 30 is standard), late-payment interest rate, and the grace period before the vendor may suspend access for non-payment.","State whether fees are exclusive of applicable taxes. For cross-border deals, specify whether the licensee is responsible for withholding tax and whether the vendor is entitled to gross-up payments.",{"step":352,"title":353,"description":354,"tip":355},4,"Tailor the restrictions clause to your IP risks","Review the prohibited-uses list and add restrictions specific to your software — such as prohibitions on use in competing products, AI training, or high-risk environments like medical devices or nuclear facilities.","High-risk use exclusions (aviation, medical, nuclear) reduce your liability exposure significantly and are standard practice for general-purpose software vendors.",{"step":357,"title":358,"description":359,"tip":360},5,"Set the warranty scope and remedy","Define the warranty period (90 days is most common), what performance standard the software must meet (material conformance with documentation), and the exclusive remedy if the warranty is breached (repair, replace, or pro-rata refund).","Making the limited warranty remedy exclusive — 'this is licensee's sole and exclusive remedy for warranty breach' — prevents claims under implied warranty theories that could expose you to greater damages.",{"step":362,"title":363,"description":364,"tip":365},6,"Confirm the limitation of liability and format it conspicuously","Set the aggregate liability cap (typically 12 months of fees), list the excluded damage categories, and format both paragraphs in ALL CAPS or bold to satisfy conspicuousness requirements in US states and common-law jurisdictions.","Consider carving out indemnification obligations, fraud, and willful misconduct from the liability cap — courts are more likely to enforce a cap that does not attempt to immunize intentional wrongdoing.",{"step":367,"title":368,"description":369,"tip":370},7,"Set the term, renewal, and post-termination obligations","Enter the initial term length, the notice period for non-renewal, cure periods for material breach, and the post-termination obligations — return or certified destruction of confidential materials and uninstallation of the software.","Auto-renewal with a 60-day notice window protects your revenue pipeline. A 30-day window is too short for enterprise customers to get internal approval for non-renewal.",{"step":372,"title":373,"description":374,"tip":375},8,"Choose governing law and sign before deployment","Select a governing law jurisdiction with a well-developed body of commercial software case law — Delaware, New York, and England & Wales are common choices. Both parties must sign before the licensee deploys the software.","Use an eSignature service to timestamp execution. Post-deployment signatures raise the same fresh-consideration risks as post-start-date employment contracts.",[377,381,385,389,393,397],{"mistake":378,"why_it_matters":379,"fix":380},"Defining license scope in vague or ambiguous terms","A license that says 'for use within the company' without defining company or user gives enterprise licensees grounds to include all subsidiaries, affiliates, and contractors — turning a 50-seat deal into an unlimited deployment.","Define every license metric precisely: named user means a specific individual assigned by name, not a role; installation means a single physical or virtual machine at a defined site.",{"mistake":382,"why_it_matters":383,"fix":384},"Omitting the limitation of liability clause or failing to make it conspicuous","Without a limitation of liability, the vendor's exposure is theoretically uncapped — a single software defect causing a business disruption could result in claims far exceeding the contract value. Courts in some US states require the clause to be visually prominent to enforce it.","Include the limitation in ALL CAPS, bold, or a separate box, and have the licensee initial it separately to create a clear record of mutual assent.",{"mistake":386,"why_it_matters":387,"fix":388},"No post-termination obligations clause","When a license is terminated, a licensee with no contractual obligation to uninstall, return, or destroy the software and related confidential materials may continue using both — and the vendor has no contractual basis to compel compliance.","Add an explicit clause requiring certified destruction or return of all copies and confidential materials within 30 days of termination, with a written certification requirement.",{"mistake":390,"why_it_matters":391,"fix":392},"No restriction on AI training or competitive reverse engineering","Licensees who feed software outputs into machine-learning models can effectively replicate core functionality without accessing source code. Standard template restrictions drafted before 2020 do not address this risk.","Add an explicit prohibition on using the software, its outputs, or its documentation to train, benchmark, or develop any AI or machine-learning model, or any product that competes with the licensed software.",{"mistake":394,"why_it_matters":395,"fix":396},"Failing to address source code escrow for critical enterprise deployments","Enterprise customers buying business-critical software often require assurance that they can access source code if the vendor ceases operations. Without an escrow provision, this becomes a deal-blocking negotiation point.","Include an optional escrow clause referencing a standard escrow arrangement with a provider such as Iron Mountain or NCC Group, triggered by defined events such as insolvency or cessation of support.",{"mistake":398,"why_it_matters":399,"fix":400},"Choosing a governing law jurisdiction with no connection to either party","Courts in the EU, UK, and many US states will disregard or override a governing-law clause that appears designed solely to strip the licensee of mandatory local consumer or business protections.","Select a governing law jurisdiction where the vendor is incorporated or primarily operates, and ensure the choice is defensible. Delaware and New York for US entities, England & Wales for UK entities, are well-accepted defaults.",[402,405,408,411,414,417,420,423,426],{"question":403,"answer":404},"What is a vendor oriented software license agreement?","A vendor oriented software license agreement is a contract drafted to protect the software vendor's interests — preserving IP ownership, controlling how the software is used, limiting warranty exposure, and capping liability. Unlike a balanced bilateral agreement, a vendor-oriented draft starts from the position most favorable to the licensor and is negotiated down from there. It is the standard starting point for any vendor selling commercial software to business customers.\n",{"question":406,"answer":407},"What is the difference between a software license agreement and a EULA?","A software license agreement (SLA) is a negotiated B2B contract between a vendor and a business customer, typically signed by both parties and covering complex commercial terms including audit rights, indemnification, and enterprise pricing. An end user license agreement (EULA) is a standard click-through or shrink-wrap agreement presented to individual consumer or business end users without negotiation. EULAs are appropriate for mass-market software; negotiated SLAs are used for enterprise and mid-market commercial deployments.\n",{"question":409,"answer":410},"Does a software license agreement need to be signed?","For a negotiated B2B software license, yes — both parties should sign before deployment begins. A signed agreement creates a clear record of mutual assent to specific terms, which is critical for enforcing restrictions, audit rights, and limitation of liability clauses. Click-through agreements can be binding in many jurisdictions, but for enterprise deals with material financial exposure, a countersigned written contract is the appropriate standard.\n",{"question":412,"answer":413},"What should a software license agreement include?","At minimum: a precise license grant defining scope and permitted users, a restrictions clause covering prohibited uses, an IP ownership clause confirming the vendor retains all rights, fee and payment terms, a limited warranty with an exclusive remedy, a limitation of liability in conspicuous format, confidentiality obligations, audit rights, term and termination conditions including post-termination obligations, and governing law. Missing any of these leaves material gaps that courts fill with jurisdiction-specific defaults.\n",{"question":415,"answer":416},"How is a perpetual license different from a subscription license?","A perpetual license grants the right to use the software indefinitely after a one-time fee, typically with an optional annual maintenance or support fee for updates. A subscription license grants access for a defined period — monthly or annually — and terminates automatically if payment lapses. Subscription models give vendors more control over access and are now the standard structure for cloud and SaaS software. Perpetual licenses are still common for on-premise enterprise software.\n",{"question":418,"answer":419},"Can a software license agreement prevent reverse engineering?","In most jurisdictions, yes — a contractual prohibition on reverse engineering, decompiling, and disassembly is enforceable against licensees who agreed to those terms. However, certain statutory exceptions exist: EU Directive 2009/24/EC permits decompilation for interoperability purposes regardless of contract language, and some US courts have held that reverse engineering for security research is protected under the DMCA's interoperability exceptions. Vendors should include the restriction and seek legal advice if a licensee invokes a statutory exception.\n",{"question":421,"answer":422},"What is an audit right in a software license agreement?","An audit right gives the vendor the contractual ability to inspect the licensee's systems, records, and usage logs — typically with 30 days' written notice — to verify that software deployment complies with the licensed scope (seat counts, installation limits, or usage metrics). Audit rights are standard in enterprise software agreements and are the primary mechanism vendors use to identify and collect on under-licensed deployments. Agreements should cap audit frequency at once per year to avoid damaging the customer relationship.\n",{"question":424,"answer":425},"Does a software vendor need to include a limitation of liability clause?","Yes — without it, a vendor's exposure to damages claims arising from software defects, data loss, or service interruptions is theoretically unlimited. A well-drafted limitation caps aggregate liability at 12 months of fees paid and excludes consequential and indirect damages. The clause must be written conspicuously (ALL CAPS or bold) in many US states and common-law jurisdictions to be enforceable. Certain categories — fraud, willful misconduct, and indemnification obligations — are typically carved out of the cap to avoid unenforceability.\n",{"question":427,"answer":428},"Do I need a lawyer to draft a software license agreement?","For straightforward commercial deployments with a domestic customer, a high-quality vendor-oriented template is a defensible starting point. Engage a technology lawyer when the deal involves significant enterprise revenue, cross-border deployments, regulated industries such as healthcare or financial services, source-code escrow requirements, or heavily negotiated indemnification and IP warranty obligations. A 1–3 hour template review typically costs $400–$900 and is cost-effective for any deal exceeding $50,000 in annual contract value.\n",[430,434,438,442],{"industry":431,"icon_asset_id":432,"specifics":433},"SaaS / Technology","industry-saas","Subscription-based license structures, usage-based pricing metrics, uptime SLA cross-references, and AI/ML training prohibitions are standard additions for SaaS vendors.",{"industry":435,"icon_asset_id":436,"specifics":437},"Financial Services","industry-fintech","Regulatory compliance obligations (SOC 2, ISO 27001), data residency requirements, and enhanced audit rights aligned with financial regulator expectations are typically required by financial services licensees.",{"industry":439,"icon_asset_id":440,"specifics":441},"Healthcare / Life Sciences","industry-healthtech","HIPAA business associate agreement cross-references, medical device software disclaimers, and explicit high-risk use exclusions (clinical decision-making, life-critical applications) are essential for healthcare software vendors.",{"industry":443,"icon_asset_id":444,"specifics":445},"Manufacturing / Industrial","industry-manufacturing","Embedded and OEM license structures, hardware-tied activation terms, and explicit exclusions from use in safety-critical or nuclear applications are standard considerations for industrial software vendors.",[447,450,453,456],{"vs":233,"vs_template_id":448,"summary":449},"end-user-license-agreement-eula-D13239","A EULA is a standardized, non-negotiated click-through agreement presented to individual end users of consumer or mass-market software. A vendor-oriented software license agreement is a negotiated B2B contract with specific commercial terms, audit rights, and enterprise pricing. EULAs are appropriate for broad distribution; negotiated SLAs are used for commercial deals where both parties review and sign the terms.",{"vs":248,"vs_template_id":451,"summary":452},"software-development-agreement-D12761","A software development agreement governs the creation of custom software — defining deliverables, milestones, IP ownership of the work product, and payment. A software license agreement governs the use of already-existing software. If you are commissioning custom development, use the development agreement; if you are licensing a finished product, use the license agreement.",{"vs":229,"vs_template_id":454,"summary":455},"D{SAAS_SUBSCRIPTION_ID}","A SaaS subscription agreement is tailored for cloud-hosted software accessed via the internet, addressing uptime SLAs, data security, data processing under GDPR, and subscription renewal mechanics. A traditional software license agreement is better suited for on-premise installations or perpetual licenses where the software is delivered to and installed by the licensee. Many modern vendors need elements of both.",{"vs":457,"vs_template_id":458,"summary":459},"Master Service Agreement (MSA)","master-service-agreement-D12712","A master service agreement establishes an overarching commercial framework covering liability, payment, and dispute resolution for an ongoing service relationship, with individual statements of work for specific projects. A software license agreement governs a specific product deployment rather than a broader service engagement. Vendors with both product and services revenue often use an MSA with a software license exhibit.",{"use_template":461,"template_plus_review":465,"custom_drafted":469},{"best_for":462,"cost":463,"time":464},"Software vendors licensing products to domestic SMB customers with standard deal terms and annual contract values below $25,000","Free","30–45 minutes to customize",{"best_for":466,"cost":467,"time":468},"Enterprise deals above $25,000 ACV, cross-border deployments, regulated industries, or deals requiring source code escrow or custom indemnification","$400–$900 for a 1–3 hour attorney review","2–5 business days",{"best_for":470,"cost":471,"time":472},"Strategic enterprise accounts, multi-jurisdiction global deployments, heavily negotiated IP indemnification, or OEM embedded licensing arrangements","$2,000–$8,000+","2–4 weeks",[474,479,484,489],{"code":475,"name":476,"flag_asset_id":477,"note":478},"us","United States","flag-us","The Uniform Computer Information Transactions Act (UCITA) applies in Maryland and Virginia; elsewhere, Article 2 of the UCC is sometimes applied by analogy to software transactions, though courts are inconsistent. Limitation of liability clauses must be conspicuous under UCC §2-316 to be enforceable. California courts scrutinize limitation of liability and indemnification clauses closely, and the CCPA imposes data-related obligations on vendors serving California businesses. Export control laws (EAR, ITAR) must be addressed if the software has encryption or dual-use capabilities.",{"code":480,"name":481,"flag_asset_id":482,"note":483},"ca","Canada","flag-ca","Software license agreements in Canada are governed by provincial common law (or Quebec civil law) rather than a unified statute. PIPEDA and provincial privacy laws (including Quebec's Law 25) impose obligations on vendors who process personal data on behalf of Canadian licensees and should be addressed in a separate data processing addendum. Limitation of liability clauses are generally enforceable if not unconscionable, but Quebec courts apply a reasonableness standard under the Civil Code that may limit extreme caps.",{"code":485,"name":486,"flag_asset_id":487,"note":488},"uk","United Kingdom","flag-uk","The Unfair Contract Terms Act 1977 (UCTA) and the Consumer Rights Act 2015 restrict the enforceability of exclusion and limitation clauses — particularly against consumers and where the clause fails a reasonableness test. Business-to-business software license limitations are generally enforceable if reasonable in the circumstances. Post-Brexit, UK GDPR applies separately from EU GDPR and must be addressed for any vendor processing UK-resident data. Governing-law clauses choosing English law are respected by English courts in B2B contracts.",{"code":490,"name":491,"flag_asset_id":492,"note":493},"eu","European Union","flag-eu","EU Directive 2009/24/EC on the legal protection of computer programs permits licensees to decompile software for interoperability purposes regardless of contractual prohibitions — this statutory right cannot be waived. GDPR applies to any vendor processing personal data of EU residents and typically requires a Data Processing Agreement (DPA) in addition to the license agreement. The EU AI Act (phased enforcement 2024–2027) imposes additional obligations on vendors whose software qualifies as an AI system under the Regulation. Limitation of liability clauses that exclude liability for gross negligence or willful misconduct are unenforceable in most EU member states.",[234,249,495,496,497,498,499,500,501,502,503,504],"master-service-agreement-D12657","non-disclosure-agreement-nda-D12692","independent-contractor-agreement-D160","service-level-agreement-D778","terms-and-conditions-D12667","data-privacy-policy-D13465","intellectual-property-assignment-D5229","it-service-agreement-D13422","software-maintenance-agreement-2-D779","purchase-order-D1411",{"emit_how_to":190,"emit_defined_term":190},{"primary_folder":97,"secondary_folder":507,"document_type":508,"industry":509,"business_stage":510,"tags":511,"confidence":517},"intellectual-property-and-licensing","agreement","software-and-technology","all-stages",[512,513,514,515,516],"intellectual-property","saas","software-license","vendor-agreement","licensing",0.95,"\u003Ch2>What is a Vendor Oriented Software License Agreement?\u003C/h2>\n\u003Cp>A \u003Cstrong>Vendor Oriented Software License Agreement\u003C/strong> is a legally binding contract drafted from the software licensor's perspective that governs how a customer may install, access, and use the vendor's proprietary software. Unlike a neutral bilateral agreement, a vendor-oriented draft starts from the position most protective of the licensor — preserving full IP ownership, restricting permitted uses, limiting warranty obligations, and capping liability — and is negotiated from that position. The agreement creates a license relationship, not a sale: the vendor retains ownership of the software and grants only the specific rights written into the contract, with all other rights reserved.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Distributing software without a signed license agreement is one of the most common and costly legal mistakes software vendors make. Without it, a customer can argue they own the software they purchased, that all implied warranties apply, and that the vendor bears unlimited liability for any business disruption caused by a defect. There is no mechanism to audit for under-licensing, no contractual basis to terminate access when a customer stops paying, and no enforceable restriction preventing them from reverse engineering your product or feeding it into a competing AI system. A well-drafted vendor-oriented software license agreement closes all of these gaps before the first deployment — protecting your IP, your revenue, and your liability exposure for the life of the customer relationship. This template gives you a structured, enforceable starting point in minutes, not days.\u003C/p>\n",1781186035155]