Software licence agreement

This agreement may be used to regulate the licensing of software by one business to another.

The licensing provisions are relatively flexible, allowing for different types of licence and different types of licence restriction and prohibition. The document is however unsuitable for the licensing of source code; nor should it be used where the copyright in software is being transferred rather than licensed.

If you need a document that covers support and maintenance, as well as licensing, you should look at our software licence, support and maintenance agreements on

*On we publish various consultancy agreements, including a version of this document which omits the text attributing authorship to Docular.
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Software licence contents

The principal provisions of this document are listed below, together with the question(s) that each seeks to address.

Term of agreement – When does the Agreement come into force, and when does it expire?

Software supply – How will the licensor deliver the software to the licensee?

Licence – What rights does the licensee have in relation to the software? Can the licensee sub-licence any of those rights? What specific conditions, limitations and prohibitions should be placed on the licensee?

No assignment of IPR – Self-explanatory.

Charges – What must the licensee pay to the licensor? Can the licensor vary the licence charges?

Payment – How and when must the licence charges be paid to the licensor?

Warranties – What assurances does the licensor give to the licensee in relation to the software. For example, does the licensor warrant that the software will not infringe any third party IPR?

Limitations of liability – To what extent will the potential liabilities of the parties under the agreement be restricted by reference to the type of loss in question?

Termination – In what circumstances may the licence be terminated by the parties?

Effects of termination – What happens after the agreement has been terminated?

General – General boilerplate provisions.

Our software licensing library

We publish and maintain a wide range of legal documentation for software licensing. We’ve listed the key documents below, with links to and Docular: our ecommerce websites. While supplies downloadable MS Word documents, with Docular you can edit your document online before downloading.

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