Software License Agreement Create Software License Agreement

Software License Agreement

Updated Mar 23, 2026 5 (1) 2 Downloads

A Software License Agreement is a legal contract granting permission to use software under specified conditions and restrictions.

Create Software License Agreement

License Type

Select the primary license type for this agreement. This determines the scope of rights granted to the Licensee.

Provide details if the license type does not fit the standard categories.

Software License Agreement Preview
View Document
Create
Download PDF

Table of Contents

What is a Software License Agreement?

A software license agreement is a legally binding contract that specifies the terms under which an end-user may use a particular software program. This agreement grants the licensee specific rights to utilize the software while retaining ownership and other intellectual property rights with the licensor, typically the software developer or publisher. Its primary purpose is to define the scope of use, limitations, and responsibilities for both parties, ensuring the software's intellectual property is protected and the user understands their permissible actions. These agreements are ubiquitous in the modern digital landscape, governing everything from operating systems to mobile applications, and are essential for both individual consumers and large enterprises.

Legal Requirements and Validity

The validity and enforceability of a software license agreement generally hinge on fundamental principles of contract law, requiring mutual assent, consideration, capacity, and legality. While the specific format can vary, ranging from traditional signed documents to digital click-wrap or shrink-wrap agreements, the core elements of contract formation must be present for the agreement to be legally binding.

Key legal requirements for a valid software license agreement include:

  • Offer and Acceptance - A clear offer from the licensor (e.g., presenting the terms before installation or use) and unequivocal acceptance by the licensee (e.g., clicking "I Agree" or opening the software package).
  • Consideration - The exchange of value between parties, typically the grant of license rights in exchange for payment or agreement to terms.
  • Legal Capacity - Both parties must be legally competent to enter into a contract, meaning they are of legal age and sound mind.
  • Legality of Purpose - The agreement's terms and purpose must not violate any laws or public policy.
  • Definite Terms - The agreement must contain sufficiently clear and definite terms regarding the scope of the license, restrictions, and other material conditions.

The enforceability of digital agreements like click-wrap (where a user clicks "I Agree") and shrink-wrap (terms inside the package, acceptance by opening) has been affirmed by courts, provided the terms are reasonably accessible and the user has an opportunity to review them before acceptance. Browse-wrap agreements, where terms are merely linked on a webpage and acceptance is implied by continued use, face greater scrutiny regarding whether sufficient notice and opportunity to review were provided.

Rights and Obligations of Parties Involved

A software license agreement meticulously outlines the specific rights and responsibilities allocated to both the licensor (the party granting the license) and the licensee (the party receiving the license). These provisions are crucial for managing expectations, preventing misuse, and ensuring compliance with intellectual property laws.

The primary rights and obligations include:

  • Licensor's Rights - The licensor retains full ownership of the software and all associated intellectual property rights, including copyrights, patents, and trade secrets. They typically have the right to define the scope and duration of the license, restrict software use (e.g., number of users, devices, geographic location), terminate the agreement upon breach, and audit the licensee's compliance with the terms.
  • Licensor's Obligations - Depending on the agreement, the licensor may be obligated to provide technical support, software updates, or maintenance services. They are generally responsible for ensuring the software functions as warranted, though many agreements include extensive disclaimers of warranties and limitations of liability.
  • Licensee's Rights - The licensee is granted the right to use the software according to the terms specified in the agreement. This typically includes the right to install, access, and operate the software for its intended purpose. Some licenses may permit making backup copies or minor modifications, but these are usually exceptions clearly defined within the agreement.
  • Licensee's Obligations - The licensee is obligated to comply with all terms and conditions of the agreement, including payment of any license fees. They must refrain from actions explicitly prohibited, such as reverse engineering, decompiling, distributing, sublicensing, or otherwise exploiting the software beyond the scope of the granted license. The licensee is also responsible for ensuring their use does not infringe on the licensor's intellectual property rights.

Key Elements of a Software License Agreement

A comprehensive software license agreement typically includes several standard provisions designed to protect the interests of both the licensor and the licensee. These elements ensure clarity regarding the scope of the license, limitations, and dispute resolution mechanisms.

  • Identification of Parties - Clearly names the licensor (software developer/owner) and the licensee (end-user or entity).
  • Grant of License - Specifies the exact rights granted to the licensee, detailing whether it is non-exclusive, perpetual, revocable, and any limitations on use (e.g., single user, specific device, geographic restrictions).
  • Restrictions on Use - Outlines prohibited activities such as reverse engineering, decompiling, modifying, distributing, sublicensing, or renting the software.
  • Intellectual Property Rights - Reaffirms the licensor's ownership of the software and all related intellectual property, often stating that no ownership rights are transferred to the licensee.
  • Warranties and Disclaimers - States any guarantees made by the licensor regarding software functionality, and more commonly, disclaims most implied warranties (e.g., merchantability, fitness for a particular purpose).
  • Limitation of Liability - Caps the licensor's financial responsibility for any damages arising from the use or inability to use the software.
  • Termination Clause - Details the conditions under which either party can terminate the agreement, including breach of terms by the licensee or expiration of a term-based license.
  • Governing Law and Jurisdiction - Specifies which state or country's laws will govern the interpretation and enforcement of the agreement and where any disputes will be litigated.
  • Payment Terms - If applicable, outlines license fees, payment schedules, and any provisions for royalties or subscription renewals.
  • Confidentiality - May include clauses protecting proprietary information exchanged or accessed during the use of the software.

Navigating the Software License Agreement Process

Understanding and effectively navigating a software license agreement is critical for both individuals and organizations to ensure compliance and protect their interests. The process involves careful review and comprehension of various clauses before acceptance.

  1. Reviewing the Grant of License - Begin by thoroughly examining the section that defines the scope of the license. This will specify whether the license is perpetual or term-based, exclusive or non-exclusive, and whether it permits use on multiple devices or by multiple users. Ensure these terms align with your intended use of the software.
  2. Analyzing Restrictions and Prohibitions - Carefully identify all limitations placed on the licensee's use of the software. This often includes prohibitions against reverse engineering, decompiling, distributing copies, or making modifications. Understanding these restrictions is paramount to avoid inadvertent breach of contract, which could lead to legal repercussions.
  3. Understanding Warranty and Liability Clauses - Evaluate the extent of any warranties provided by the licensor regarding the software's performance and functionality. Pay close attention to disclaimers of implied warranties and limitations of liability, which often cap the licensor's financial responsibility for damages, bugs, or data loss. This helps set realistic expectations for support and recourse.
  4. Examining Payment and Audit Terms - If the software requires payment, clarify all financial obligations, including initial license fees, subscription costs, renewal terms, and any applicable taxes. For enterprise agreements, look for clauses that grant the licensor the right to audit usage, which can have significant implications for compliance and potential additional costs if usage exceeds licensed limits.
  5. Identifying Governing Law and Dispute Resolution - Determine which jurisdiction's laws will govern the agreement and how any potential disputes will be resolved. This clause often specifies arbitration, mediation, or litigation in a particular court. Understanding this can impact the legal process and costs should a disagreement arise between the parties.

Applicable Federal and State Laws

Software license agreements are primarily governed by a combination of federal intellectual property laws, state contract laws, and, in some cases, specific statutes addressing electronic transactions and commercial goods.

Federal Statutes

Several federal laws directly impact the creation, enforcement, and interpretation of software license agreements:

  • Copyright Act of 1976 - Protects software as a literary work, granting exclusive rights to the copyright holder to reproduce, distribute, and create derivative works (17 U.S.C. § 101 et seq.). Licensing agreements derive their authority from these foundational rights.
  • Digital Millennium Copyright Act (DMCA) - Prohibits the circumvention of technological measures used by copyright owners to protect their works, including software, and addresses online copyright infringement (17 U.S.C. § 1201 et seq.).
  • Federal Trade Commission Act - Empowers the Federal Trade Commission to prevent unfair methods of competition and unfair or deceptive acts or practices in commerce, which can apply to misleading terms in consumer software licenses (15 U.S.C. § 41 et seq.).

State Laws and Requirements

State laws largely govern the contractual aspects of software license agreements, often drawing from uniform acts and common law principles:

  • Uniform Commercial Code (UCC) - While primarily governing the sale of goods (Article 2), some courts have applied UCC Article 2 by analogy to software transactions, particularly for packaged software. Some states have also considered or adopted the Uniform Computer Information Transactions Act (UCITA), which specifically addresses computer information transactions, though it has not been widely adopted.
  • Uniform Electronic Transactions Act (UETA) - Adopted by most U.S. states, UETA provides that electronic records and electronic signatures have the same legal effect as written records and manual signatures, thus validating click-wrap and other digital agreements (e.g., Cal. Civ. Code § 1633.1 et seq.).
  • General Contract Law - Principles of offer, acceptance, consideration, and capacity, derived from common law and often codified in state statutes, form the bedrock for validating any contractual agreement, including software licenses.
  • State Consumer Protection Laws - Many states have laws designed to protect consumers from deceptive trade practices, which can apply to the terms and marketing of software licenses.

Penalties for Non-Compliance

Non-compliance with the terms of a software license agreement, or infringement of the underlying intellectual property, can result in significant legal consequences:

  • Breach of Contract - The licensor may seek monetary damages, including lost profits, or injunctive relief to prevent further unauthorized use.
  • Copyright Infringement - Violations of copyright law can lead to substantial statutory damages (e.g., up to $150,000 per infringed work for willful infringement), actual damages, attorney's fees, and injunctive relief, including seizure of infringing copies (17 U.S.C. § 501 et seq.).
  • Termination of License - The licensor typically has the right to immediately terminate the license, revoking the licensee's right to use the software.
  • Audit Costs - Many enterprise agreements allow the licensor to audit the licensee's use of the software, and if non-compliance is found, the licensee may be responsible for the audit costs and additional license fees.

Frequently Asked Questions

A software license grants you the right to use the software under specific conditions, but the developer retains full ownership and intellectual property rights. Owning software would imply you hold the copyright and can freely modify, distribute, or sell it, which is rarely the case for end-users.
Yes, for a software license to be legally binding, it must meet the fundamental requirements of a contract, including offer, acceptance, and consideration. Most click-wrap and shrink-wrap agreements are recognized as binding by courts, provided the user had a reasonable opportunity to review the terms.
EULA stands for End-User License Agreement. It is the most common type of software license agreement presented to consumers, outlining the terms between the software publisher and the end-user for the use of the software. It typically appears during installation or upon first use.
Generally, most software licenses are non-transferable unless explicitly stated otherwise within the agreement. Transferring a license without permission usually constitutes a breach of contract and potentially copyright infringement.
Violating the terms can lead to legal consequences, including termination of your license, monetary damages, and potential legal action for breach of contract or copyright infringement. The specific penalties depend on the severity of the violation and the terms outlined in the agreement.
Yes, open-source licenses grant users more extensive rights, such as the freedom to use, study, change, and distribute the software and its source code. Proprietary licenses, in contrast, typically impose strict restrictions on these actions, maintaining the software as the exclusive property of the licensor.
For individual consumers, EULAs are generally non-negotiable "take-it-or-leave-it" agreements. However, for enterprise-level or custom software solutions, terms within a software license agreement are often subject to negotiation between the licensor and the licensee before signing.

Software License Agreement Sample

0% Complete 0/0 Fields

SOFTWARE LICENSE AGREEMENT

This Software License Agreement (the "Agreement") is entered into on this (the "Effective Date"), by and between:

LICENSOR

Name:
Type of Entity:
State of Organization/Formation:
Principal Place of Business:
Email:
Phone:

LICENSEE

Name:
Type of Entity:
State of Organization/Formation:
Principal Place of Business:
Email:
Phone:

(Hereinafter, Licensor and Licensee may be referred to individually as a "Party" and collectively as the "Parties").

RECITALS

WHEREAS, Licensor is the sole and exclusive owner of certain proprietary software, including all associated intellectual property rights;

WHEREAS, Licensee desires to obtain a license to use the Software, and Licensor is willing to grant such a license, subject to the terms and conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

I. DEFINITIONS

For the purposes of this Agreement, the following terms shall have the meanings ascribed to them below:
"Confidential Information" means any non-public information, whether oral, written, graphic, or electronic, disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party") that is designated as confidential or that, by its nature, would reasonably be understood to be confidential. Confidential Information includes, but is not limited to, trade secrets, business plans, product designs, technical data, financial information, customer lists, and the terms of this Agreement.
"Documentation" means any and all user manuals, operating instructions, technical specifications, and other related materials, whether in print or electronic form, provided by Licensor to Licensee for use with the Software.
"Effective Date" means the date first written above.
"License" means the non-exclusive, non-transferable, limited, and revocable right granted by Licensor to Licensee to use the Software and Documentation in accordance with the terms of this Agreement.
"License Fees" means the fees payable by Licensee to Licensor for the License granted hereunder, as specified in Section II.
"Licensee" means the entity or individual identified as Licensee in the preamble of this Agreement.
"Licensor" means the entity or individual identified as Licensor in the preamble of this Agreement.
"Software" means the proprietary software product(s) identified as (Version: ) and any updates, upgrades, modifications, or enhancements thereto provided by Licensor under this Agreement, including all associated code, libraries, and components.

II. GRANT OF LICENSE

a. Grant. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a non-exclusive, non-transferable, non-sublicensable, limited, and revocable License to install and use the Software and Documentation solely for Licensee's internal business operations at the location(s) specified below:
Authorized Location(s):
The License is granted for the following number of users/devices:

b. Restrictions. Licensee shall not, and shall not permit any third party to:
i. Copy, modify, adapt, translate, reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying algorithms of the Software, except to the extent such activities are expressly permitted by applicable law notwithstanding this limitation;
ii. Rent, lease, sell, sublicense, assign, or otherwise transfer rights in the Software or Documentation;
iii. Remove any proprietary notices or labels on the Software or Documentation;
iv. Use the Software for any purpose other than its intended use as described in the Documentation;
v. Use the Software in any manner that infringes the intellectual property rights of Licensor or any third party;
vi. Use the Software to develop any competing software or product;
vii. Publish any results of benchmark tests run on the Software without Licensor's prior written consent.

c. Copies. Licensee may make a reasonable number of copies of the Software solely for backup or archival purposes, provided that all such copies include Licensor's copyright and other proprietary notices.

III. LICENSE FEES AND PAYMENT

a. License Fees. Licensee agrees to pay Licensor the following License Fees:

b. Payment Schedule. The License Fees shall be paid in accordance with the following schedule:

c. Invoicing and Payment Terms. Licensor shall invoice Licensee for the License Fees. All invoices are due and payable within () days from the date of the invoice. All payments shall be made in via to an account designated by Licensor.

d. Late Payments. Any License Fees not paid when due shall accrue interest at the rate of percent (%) per month or the maximum rate permitted by law, whichever is less, from the due date until paid. Licensee shall also be responsible for all reasonable costs (including attorneys' fees) incurred by Licensor in collecting any overdue amounts.

e. Taxes. All License Fees are exclusive of any taxes, duties, or other governmental charges, including but not limited to sales, use, value-added, or withholding taxes, which shall be the sole responsibility of Licensee. If Licensor is required to pay any such taxes, Licensee shall reimburse Licensor for such payments.

IV. TERM AND TERMINATION

a. Term. This Agreement shall commence on the Effective Date and shall continue for a period of () year(s), unless earlier terminated in accordance with the provisions of this Section IV. This Agreement shall automatically renew for successive periods of () year(s) unless either Party provides written notice of non-renewal at least () days prior to the end of the then-current term.

b. Termination for Cause. Either Party may terminate this Agreement immediately upon written notice to the other Party if the other Party:
i. Commits a material breach of this Agreement and fails to cure such breach within () days after receiving written notice thereof;
ii. Becomes insolvent, files for bankruptcy, makes an assignment for the benefit of creditors, or ceases to conduct its business in the ordinary course.

c. Termination by Licensor. Licensor may terminate this Agreement immediately upon written notice to Licensee if Licensee breaches any of the restrictions set forth in Section II(b).

d. Effect of Termination. Upon termination of this Agreement for any reason:
i. All rights and Licenses granted to Licensee hereunder shall immediately cease;
ii. Licensee shall immediately cease all use of the Software and Documentation;
iii. Licensee shall, within () days, return to Licensor or destroy all copies of the Software and Documentation in its possession or control and certify in writing to Licensor that all such copies have been returned or destroyed;
iv. All outstanding License Fees and other amounts due to Licensor shall become immediately due and payable;
v. Sections I, II(b), IV(d), V, VI, VII, VIII, X, XI, XII, XIII, XIV, XV, XVI, XVII, XVIII, XIX, XX, and XXI shall survive the termination of this Agreement.

V. INTELLECTUAL PROPERTY RIGHTS

a. Ownership. Licensee acknowledges and agrees that Licensor retains all right, title, and interest in and to the Software and Documentation, including all intellectual property rights therein (including, without limitation, copyrights, patents, trademarks, and trade secrets). This Agreement does not grant Licensee any ownership interest in the Software or Documentation, but only a limited License to use it in accordance with the terms of this Agreement.
b. No Reverse Engineering. Licensee shall not, and shall not permit any third party to, reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying algorithms of the Software, except to the extent such activities are expressly permitted by applicable law notwithstanding this limitation.
c. Feedback. If Licensee provides any suggestions, ideas, enhancement requests, feedback, recommendations, or other information relating to the Software ("Feedback"), Licensee hereby grants Licensor a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate such Feedback into the Software and other Licensor products and services.

VI. CONFIDENTIALITY

a. Obligations. The Receiving Party agrees to:
i. Hold the Disclosing Party's Confidential Information in strict confidence;
ii. Not disclose the Disclosing Party's Confidential Information to any third party without the Disclosing Party's prior written consent;
iii. Use the Disclosing Party's Confidential Information solely for the purpose of performing its obligations or exercising its rights under this Agreement;
iv. Take all reasonable steps to protect the Disclosing Party's Confidential Information from unauthorized use or disclosure, using at least the same degree of care it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care.

b. Exclusions. The obligations of confidentiality shall not apply to information that:
i. Is or becomes publicly available through no fault of the Receiving Party;
ii. Is rightfully known to the Receiving Party at the time of disclosure without restriction on use or disclosure;
iii. Is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information;
iv. Is rightfully obtained by the Receiving Party from a third party without restriction on use or disclosure;
v. Is required to be disclosed by law, court order, or governmental regulation, provided that the Receiving Party provides prompt written notice to the Disclosing Party of such requirement prior to disclosure, if legally permissible, to allow the Disclosing Party to seek a protective order or other appropriate remedy.

c. Return of Confidential Information. Upon termination or expiration of this Agreement, or at any time upon the Disclosing Party's written request, the Receiving Party shall promptly return to the Disclosing Party or destroy all Confidential Information of the Disclosing Party in its possession or control, and certify in writing to the Disclosing Party that all such Confidential Information has been returned or destroyed.

VII. WARRANTIES AND DISCLAIMERS

a. Licensor Warranties. Licensor warrants that:
i. It has the full power and authority to enter into this Agreement and grant the License hereunder;
ii. The Software, when used in accordance with the Documentation, will perform substantially in accordance with the Documentation for a period of () days from the Effective Date ("Warranty Period").

b. Licensee Warranties. Licensee warrants that:
i. It has the full power and authority to enter into this Agreement;
ii. It will use the Software and Documentation strictly in accordance with the terms of this Agreement and all applicable laws and regulations.

c. Disclaimer of Warranties. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION VII(a), THE SOFTWARE AND DOCUMENTATION ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. LICENSOR SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. LICENSOR DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

VIII. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, OR USE, INCURRED BY LICENSEE OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LICENSOR'S TOTAL AGGREGATE LIABILITY TO LICENSEE FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SOFTWARE, REGARDLESS OF THE FORM OF ACTION, SHALL NOT EXCEED THE TOTAL LICENSE FEES PAID BY LICENSEE TO LICENSOR UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

IX. INDEMNIFICATION

a. Licensor Indemnification. Licensor shall indemnify, defend, and hold harmless Licensee from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of any third-party claim that the Software, as provided by Licensor and used in accordance with this Agreement, infringes any valid patent, copyright, or trademark of such third party. Licensor's obligations under this Section IX(a) are conditioned upon Licensee: (i) promptly notifying Licensor in writing of any such claim; (ii) granting Licensor sole control of the defense and settlement thereof; and (iii) providing all reasonable assistance requested by Licensor. If the Software is held to infringe, or in Licensor's opinion is likely to infringe, Licensor may, at its option and expense: (1) procure for Licensee the right to continue using the Software; (2) replace or modify the Software so that it becomes non-infringing; or (3) terminate this Agreement and refund to Licensee any unearned portion of the License Fees paid. This Section IX(a) states Licensor's entire liability and Licensee's sole and exclusive remedy for any infringement claims.

b. Licensee Indemnification. Licensee shall indemnify, defend, and hold harmless Licensor from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (i) Licensee's unauthorized use of the Software or Documentation; (ii) Licensee's breach of any of its obligations or representations under this Agreement; or (iii) any third-party claim arising from Licensee's use of the Software in combination with other products, software, or data not provided by Licensor, where such claim would not have arisen but for such combination. Licensor's obligations under this Section IX(b) are conditioned upon Licensor: (i) promptly notifying Licensee in writing of any such claim; (ii) granting Licensee sole control of the defense and settlement thereof; and (iii) providing all reasonable assistance requested by Licensee.

X. EXPORT CONTROLS

Licensee acknowledges that the Software may be subject to U.S. and other countries' export control laws and regulations. Licensee agrees to comply with all applicable export and import laws and regulations, including, without limitation, the U.S. Export Administration Regulations. Licensee represents and warrants that it is not located in, under the control of, or a national or resident of any country to which the United States has embargoed goods, or on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Denied Persons List or Entity List.

XI. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles. The Parties agree that any action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in , State of _______________, and the Parties hereby consent to the personal jurisdiction and venue of such courts.

XII. NOTICES

All notices, requests, demands, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given: (a) when delivered personally; (b) upon the first business day after sending by confirmed facsimile or email (with confirmation of receipt); (c) three (3) business days after being sent by certified or registered mail, return receipt requested, postage prepaid; or (d) one (1) business day after being sent by a nationally recognized overnight courier service, to the addresses set forth in the preamble of this Agreement, or to such other address as either Party may designate by written notice to the other Party.

XIII. ASSIGNMENT

Licensee may not assign or transfer this Agreement or any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of Licensor, which consent shall not be unreasonably withheld. Any attempted assignment or transfer in violation of this Section XIII shall be null and void. Licensor may assign this Agreement in whole or in part without Licensee's consent. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective permitted successors and assigns.

XIV. ENTIRE AGREEMENT

This Agreement, including any exhibits or addenda attached hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, of the Parties.

XV. SEVERABILITY

If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, and the remainder of this Agreement shall remain in full force and effect.

XVI. WAIVER

No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving Party.

XVII. AMENDMENTS

This Agreement may not be amended, modified, or supplemented except by a written instrument signed by duly authorized representatives of both Parties.

XVIII. HEADINGS

The headings used in this Agreement are for convenience of reference only and shall not affect the interpretation or construction of this Agreement.

XIX. COUNTERPARTS

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

XX. SUCCESSORS AND ASSIGNS

This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective heirs, legal representatives, successors, and permitted assigns.

XXI. CONSTRUCTION

The Parties acknowledge that they have each had the opportunity to review and revise this Agreement. The rule of construction that ambiguities in a contract are to be construed against the drafter shall not apply in the interpretation of this Agreement.

SIGNATURES

IN WITNESS WHEREOF, the Parties have executed this Software License Agreement as of the Effective Date.

LICENSOR:
Signature: _________________________
Print Name:
Title:
Date:
Address: _______________

LICENSEE:
Signature: _________________________
Print Name:
Title:
Date:
Address: _______________

Not the form you're looking for?

Try our legal document generator to create a custom document

Ask about a Software License Agreement

Disclaimer: The templates available on this website are provided for general informational purposes only and do not constitute legal advice. They are not intended to be, and should not be interpreted as, compliant with any specific legal, regulatory, or privacy requirements. These templates are not a replacement for professional legal guidance and should not be relied upon for any particular matter or circumstance. Users are strongly encouraged to seek advice from a qualified attorney licensed in their jurisdiction before using, modifying, or relying on any template.

All templates are provided on an "as is," "with all faults," and "as available" basis. The provider disclaims any and all warranties of any kind, whether express, implied, statutory, or otherwise, including without limitation warranties of merchantability, fitness for a particular purpose, title, or non-infringement.

LegalTemplates.com makes no guarantees or representations regarding the accuracy, completeness, expected outcomes, or reliability of the materials contained in these templates or any materials referenced or linked from them.

We Value Your Privacy

We use cookies to enhance your browsing experience, analyze site traffic, and personalize content. We do not sell your personal data. By clicking "Accept All," you consent to our use of cookies. For more information, please read our Privacy Policy.