Software Licence Agreement Template (A211)

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Who can use this software licence agreement?

Any business licensing its software to a customer or other third party.

What is this software licence agreement for?

It is for  a software supplier who licences a customer to use the supplier’s software.

What are the main issues for a supplier when preparing a software licence agreement?

First, you need to define what software is being supplied.  This will probably be in a schedule to the agreement.

The licence will then set out the basic rights for the customer, usually to make use of the software for its usual business purposes.

Payment terms will probably include a one-off licence fee plus a monthly payment which will cover backup and maintenance from the supplier.

The duration of the licence is important, including whether it will be extended either automatically or only by agreement.

The supplier will give certain warranties, in particular that he owns the intellectual property in the software being licensed.  Also, perhaps, a warranty that exercises good standards and that it will take steps to avoid virus infection etc.

The customer will have a number of obligations, in particular to comply with operating instructions and ensure that its employees and other users maintain adequate security and are generally compliant.  Undertaking from the customer not to modify, rent out or reverse engineer the software.

Because of the potential risks, the supplier will normally limit liability.  Firstly, by excluding any liability loss of business and economic loss of the customer. Secondly I having an overall cap on liability, probably one that is related to the contract price.

Professional indemnity insurance is should be maintained by the supplier.

Termination rights if one party commits a breach also important.

What detailed terms does the software licence contain?

This ten page document contains 22 clauses covering:

  • definitions and interpretation
  • grant of licence
  • licence
  • payment
  • delivery
  • term
  • customer’s undertakings
  • intellectual property rights
  • intellectual property indemnity
  • warranties
  • limitation of liability
  • insurance
  • confidentiality
  • termination
  • force majeure
  • assignment
  • severance
  • notices
  • entire agreement
  • no reliance on warranties
  • waiver
  • governing law and disputes

For more information on each of these sections, see our Explanatory Notes  which you will receive when you download the document from our website.

For information on signing documents see our Contract Signing page

When I download the document, can I change it and/or use it more than once?

Yes, all ContractStore’s templates are in MS Word and you can use the contract on more than one project. For more information, watch the video on this page of our website or see our FAQs

Legal support

ContractStore supplies templates and is not a law firm.  But all our templates are written by experienced lawyers.  So, we can arrange legal assistance for customers who need special terms in one of our documents or a bespoke template.  For more information see our Legal Services page.

And if you want to contact us see our Contacts page.



If you have any questions about a contract and/or want to see the Explanatory Notes before you buy, please let us know by using our contact form

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