Software licence agreement template
A software licence agreement gives a customer the right to use a piece of installed software on stated terms, without transferring ownership of it. It covers the licence term, what the customer may and may not do, fees, audit rights, support and what happens when the licence ends. A software owner uses one for each licensee, with the software and fees in a schedule.
Made by DocuWeave. Use at your own discretion.
What changes each time
14 values. Everything else is your wording, kept exactly.
The parties
- Date
- Licensor's company name, number and registered office
- Licensee's company name, number and registered office
The software
- Delivery method
- Module and version
- Licence limit
Term and fees
- Licence term
- Renewal notice period
- Fee
- Fee increase notice
- Audit notice
Support and protection
- Support terms
- Escrow agent
Liability
- Liability cap
The rules it usually needs
Written in plain English when the template is set up.
- One of several wordings
“Deliver the software by download or on media.”
The delivery clause reads as the chosen option.
- One of several wordings
“Grant a perpetual licence, or a fixed-term licence that renews unless notice is given.”
The term clause reads as the chosen option.
- Only when…
“Include group company use only when group use is allowed”
The licensee's group companies may use the software within the same limits.
- One of several wordings
“Charge a one-off perpetual fee on delivery or signing, or an annual fee in advance.”
The fees clause reads as the chosen option.
- Only when…
“Include fee increases on renewal only when the licence is for a fixed term”
The licensor may raise the fee by giving notice before renewal.
- Only when…
“Include recovery of audit costs only when it is agreed”
The licensee also pays the reasonable costs of an audit that finds overuse.
- One of several wordings
“Limit liability to the fees paid in the period, or to a fixed sum.”
The liability clause reads as the chosen option.
- Only when…
“Include source code escrow only when the licensee needs source code protection”
The clause appears naming the escrow agent.
- Only when…
“Include an export control clause only when the software contains encryption or other technology subject to export controls”
The clause appears.
- Once for each item
“One row for each licensed module in the schedule.”
The schedule gets a row per module with version, licence limit and fee.
Questions people ask
What is a software licence agreement?
A contract that lets a customer use software on agreed terms. The owner keeps the ownership; the customer gets the right to use it.
What is the difference with a SaaS agreement?
A licence agreement is for software installed by the customer, such as on its own servers. A SaaS agreement is for software the supplier runs online.
Perpetual or fixed-term?
A perpetual licence continues indefinitely unless ended; a fixed-term licence lasts a set period and renews. You choose.
Can the licensor check how the software is used?
The agreement has an audit clause allowing a check once in any 12 months, on notice.
Is there protection if the licensor fails?
Optionally, yes. A source code escrow clause lets the licensee access the source code in the circumstances a separate escrow agreement sets out.
Use this template
It opens in DocuWeave as a template you can check, change and publish. Nothing is used until you do.