Software and platforms
Software licence agreement
The paper granting permission to use software that is delivered rather than accessed — installed on the customer's own machines or infrastructure. It sets the scope of the permission: how many users or machines, in which locations, for how long, and whether the licence is perpetual or runs with a subscription. It also names the things the customer may not do, deals with support and updates, and handles the question of what happens to the software if the vendor stops trading.
- In the catalogue
- Software and platforms
- Where it can live
- Any of the 184 governing laws
Who uses one
- Software vendors selling installed products to businesses.
- Companies licensing tools that run inside their own network.
- Anyone buying software where the code will sit on their own hardware.
What you are deciding
- What is licensed, and in which version
- How the scope is measured — users, machines, cores, sites
- Whether the licence is perpetual or for a term
- Whether copies may be made, and for what
- What is prohibited: reverse engineering, sublicensing, benchmarking
- Whether updates and support are included or separate
- Third-party and open-source components inside the software
- What happens on termination, and whether copies are destroyed
Blanks you leave stay blank and wait in the room. Nothing is filled in from a guess.
The sections a draft usually has
- 1The parties
- 2Grant of licence
- 3Scope and restrictions
- 4Delivery and installation
- 5Fees
- 6Support and updates
- 7Third-party components
- 8Warranties and disclaimers
- 9Limits on liability
- 10Term and termination
A general outline, not a required one. What turns up in a draft follows what you described. A contract is written in the order a contract is read.
What people call it
The names this kind of paper goes by. They are here because people search for them. They also filter the catalogue. They are not a wordlist the door matches. At the composer you describe the deal in your own words instead.
- software licence agreement
- software license agreement
- on premise software agreement
- perpetual licence agreement
- source code licence
- enterprise software licence
Questions people ask
- What does a perpetual licence actually mean?
- Commonly that the right to use the version supplied does not expire, while support and updates are bought separately and do. It rarely means the customer owns the software.
- Why does the licence care how it is measured?
- Because the measure decides the price and what a later audit will check. Seats, machines, cores and sites all count different things, and mixing them is a common source of dispute.
- What is source code escrow?
- An arrangement where the source is deposited with a third party and released to the customer on named events, such as the vendor ceasing to trade. It is usually a separate agreement referenced by this one.
General answers about the document. Not advice about your situation. Not written about any one country.
Where it lives
A contract names the legal system it is governed by. That is a separate decision from which paper it is. You pick it at the door, from any of the 184 units in Governing law, including England and Wales, Delaware, California and New York.
You do not start from this page. Describe the deal in one sentence at the door. Read the draft back in plain language, in the order a contract is read.
Start it at the door →Related kinds