A software licence agreement specifies the terms upon which a customer may use a piece of software.
We regularly draft software licences for our clients, and there are a selection of software licence templates available for download from our Website Contracts site, some of which include software maintenance provisions:
The most important term in a software licence – at least from the perspective of an IP lawyer – is the licence of copyright. This sets out the circumstances in which the customer may use the software. Common licensing restrictions include those based on:
- type of use (e.g. personal or business);
- people who may use the software (e.g employees, family members);
- number of installations or concurrent users;
- hardware on which the software may be installed; and
- premises at which the software may be installed.
Most software licences will include express prohibitions on the publication, redistribution, resale and alteration of the software.
In B2B software licences, it is often important to distinguish between rights granted to a customer and rights granted to a user. Ideally, non-customer users such as employees will be asked to agree to an end-user licence agreement. A EULA should give the software vendor legal rights that are directly enforceable against end-users.
There are perhaps as many different forms of software licence as there are forms of software. The detailed provisions of one licence may look very different from those of another. Nonetheless, many if not most licences will cover the following matters, in addition to the basic licence:
- IP ownership;
- licence fees and payments;
- support and maintenance;
- consequences of licence breach;
- escrow of source code; and
- software warranties and indemnities.