Free Software Licence Agreement Template

Software Licence Agreement

Date: [insert date]

This agreement is made between:

(1) [Insert your company/business name], a company incorporated in [England and Wales] with company number [number] whose registered office is at [address] (the "Licensor"); and

(2) [Insert licensee company name], a company incorporated in [England and Wales] with company number [number] whose registered office is at [address] (the "Licensee").

1. Definitions

1.1 In this agreement, the following definitions shall apply:

(a) "Business Day" means any day which is not a Saturday, Sunday, or public holiday in [England and Wales];

(b) "Confidential Information" means any information disclosed by one party to the other party that is designated as confidential or that reasonably should be understood to be confidential;

(c) "Documentation" means the user manuals, technical specifications, and other documentation relating to the Software provided by the Licensor;

(d) "Effective Date" means [insert date];

(e) "Intellectual Property Rights" means patents, rights to inventions, copyright, trade marks, rights in designs, database rights, rights in confidential information, and all other intellectual property rights, in each case whether registered or unregistered;

(f) "Licence Fee" means the fee payable by the Licensee as set out in Section 5;

(g) "Software" means [describe the software, including version number if applicable];

(h) "Term" has the meaning given in Section 9.1;

(i) "Update" means a hotfix, patch, or minor version release of the Software that corrects errors, bugs, or defects.

2. Licence grant

2.1 Subject to the terms of this agreement and payment of the Licence Fee, the Licensor hereby grants to the Licensee a [non-exclusive / exclusive], non-transferable licence to use the Software and the Documentation during the Term.

2.2 The licence granted under this Section permits the Licensee to:

(a) install and use the Software on [specify number] computer(s) or server(s) [at the Licensee's premises at [address] / within the Licensee's organisation];

(b) make [one] back-up copy of the Software for disaster recovery purposes; and

(c) use the Documentation in connection with the Licensee's permitted use of the Software.

2.3 [The Licensee may permit up to [number] authorised users to access and use the Software.]

3. Licence restrictions

3.1 Except as expressly permitted by this agreement or by applicable law, the Licensee shall not:

(a) copy, modify, adapt, translate, or create derivative works based on the Software or the Documentation;

(b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software;

(c) sublicense, lease, rent, loan, transfer, or otherwise make the Software available to any third party;

(d) remove, alter, or obscure any proprietary notices, labels, or markings on the Software or Documentation;

(e) use the Software for the purpose of building a product or service which competes with the Software.

3.2 The Licensee shall ensure that all copies of the Software bear the same proprietary notices as appear on the original Software.

4. Intellectual property

4.1 The Licensee acknowledges that all Intellectual Property Rights in the Software and the Documentation belong to the Licensor or its licensors, and that this agreement does not assign or transfer any Intellectual Property Rights to the Licensee.

4.2 The Licensor warrants that it has the right to license the Software to the Licensee in accordance with this agreement.

4.3 The Licensor shall indemnify the Licensee against all costs, claims, and liabilities arising out of any claim that the Licensee's use of the Software in accordance with this agreement infringes the Intellectual Property Rights of any third party, provided that the Licensee promptly notifies the Licensor of such claim and gives the Licensor sole control of the defence and settlement of such claim.

5. Support and maintenance

5.1 [The Licensor shall provide support and maintenance services in respect of the Software in accordance with the service level agreement set out in [Schedule [X] / a separate agreement].]

5.2 [The Licensor shall make available to the Licensee all Updates to the Software during the Term at no additional charge.]

5.3 [Support services shall be available during Business Days between the hours of [09:00] and [17:00] [GMT/BST].]

6. Warranty

6.1 The Licensor warrants that:

(a) the Software will perform substantially in accordance with the Documentation for a period of [90] days from the Effective Date (the "Warranty Period");

(b) the Software will be free from material defects in design and workmanship during the Warranty Period; and

(c) the Software will not contain any viruses, Trojan horses, worms, or other malicious code at the time of delivery.

6.2 If the Licensee notifies the Licensor of a breach of warranty under Section 6.1 during the Warranty Period, the Licensor shall, at its option, repair or replace the Software or refund the Licence Fee.

6.3 The warranties in Section 6.1 shall not apply to the extent that any defect in the Software arises as a result of the Licensee's misuse, improper installation, or use of the Software in combination with hardware or software not approved by the Licensor.

6.4 Except as expressly provided in this agreement, all warranties, conditions, and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this agreement.

7. Limitation of liability

7.1 Nothing in this agreement shall limit or exclude either party's liability for:

(a) death or personal injury caused by its negligence;

(b) fraud or fraudulent misrepresentation; or

(c) any other liability which cannot be limited or excluded by applicable law.

7.2 Subject to Section 7.1, neither party shall be liable to the other for any indirect, special, or consequential loss or damage, including but not limited to loss of profit, loss of data, loss of business, or loss of goodwill.

7.3 Subject to Section 7.1, the total aggregate liability of the Licensor in respect of all claims arising under or in connection with this agreement shall not exceed [the total Licence Fees paid by the Licensee under this agreement / £[amount]].

8. Indemnification

8.1 The Licensee shall indemnify and hold harmless the Licensor against all losses, damages, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

(a) the Licensee's use of the Software other than in accordance with this agreement;

(b) the Licensee's breach of any term of this agreement; or

(c) any third-party claim arising from the Licensee's use of the Software (except to the extent covered by the Licensor's indemnity under Section 4.3).

8.2 The indemnified party shall promptly notify the indemnifying party of any claim and provide reasonable assistance in the defence of such claim.

9. Term and termination

9.1 This agreement shall commence on the Effective Date and shall continue for an initial period of [12] months (the "Initial Term"), unless terminated earlier in accordance with this Section.

9.2 After the Initial Term, this agreement shall automatically renew for successive periods of [12] months (each a "Renewal Term"), unless either party gives to the other not less than [30] days' written notice to terminate, such notice to expire at the end of the Initial Term or any Renewal Term.

9.3 Either party may terminate this agreement with immediate effect by giving written notice to the other party if:

(a) the other party commits a material breach of this agreement which is irremediable or, if remediable, fails to remedy that breach within [14] days of being notified in writing to do so; or

(b) the other party becomes insolvent, enters into administration, receivership, or liquidation, or takes or suffers any similar action.

10. Effects of termination

10.1 On termination of this agreement for any reason:

(a) the licence granted under Section 2 shall immediately terminate;

(b) the Licensee shall immediately cease using the Software and the Documentation;

(c) the Licensee shall, within [14] days of termination, destroy or return to the Licensor all copies of the Software and Documentation in its possession or control, and certify in writing that it has done so; and

(d) each party shall return or destroy all Confidential Information of the other party in its possession or control.

10.2 Termination shall not affect any rights, remedies, obligations, or liabilities that have accrued prior to the date of termination.

10.3 The following Sections shall survive termination of this agreement: Sections 1, 4, 7, 8, 10, 11, 12, and 13.

11. Confidentiality

11.1 Each party undertakes that it shall not at any time during the Term or for a period of [2] years after termination disclose to any person any Confidential Information of the other party, except as permitted by this Section.

11.2 Each party may disclose the other party's Confidential Information to its employees, officers, or advisers who need to know such information for the purposes of this agreement, provided that the disclosing party takes reasonable steps to ensure such persons comply with the confidentiality obligations in this Section.

11.3 The obligations of confidentiality shall not apply to information that is or becomes publicly available other than as a result of a breach of this agreement.

12. General provisions

12.1 Force majeure. Neither party shall be in breach of this agreement or liable for any failure or delay in performing its obligations where such failure or delay results from circumstances beyond the reasonable control of that party.

12.2 Entire agreement. This agreement constitutes the entire agreement between the parties and supersedes all previous agreements and understandings relating to its subject matter.

12.3 Variation. No variation of this agreement shall be effective unless it is in writing and signed by the parties.

12.4 Waiver. No failure or delay by a party to exercise any right or remedy provided under this agreement shall constitute a waiver of that right or remedy.

12.5 Assignment. The Licensee shall not assign, transfer, subcontract, or deal in any other manner with any of its rights or obligations under this agreement without the prior written consent of the Licensor.

12.6 Notices. Any notice required to be given under this agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery to the other party at its registered office address, or such other address as the relevant party may notify the other party of from time to time.

13. Law and jurisdiction

13.1 This agreement and any dispute or claim arising out of or in connection with it (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of [England and Wales].

13.2 Each party irrevocably agrees that the courts of [England and Wales] shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement.

Signed for and on behalf of the Licensor:

Name: [authorised signatory name]

Position: [position]

Date: [date]

Signature: ___________________________

Signed for and on behalf of the Licensee:

Name: [authorised signatory name]

Position: [position]

Date: [date]

Signature: ___________________________

This document was created using a free template from SEQ Legal.