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Software License Agreement (Pro-Licensee)

This Software License Agreement provides for the transfer of software and related documentation from licensor to licensee in a commercial context. It is drafted to favour the licensee.
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Document Overview

This Software License Agreement provides for the transfer of software and related documentation from licensor to licensee in a commercial context. You can use this Software License Agreement if you’re licensing software from another party in a commercial context in order to use their software pursuant to the terms and conditions contained in this agreement. Your rights as a licensee under this agreement are limited to a right to use the software, you do not receive any ownership rights in the software and you do not have the right to modify the software or to distribute it for use by any other party. This agreement has favourable terms for the licensee, including a preferential warranty, indemnity, representation and termination provisions.

You should use this agreement if the license is perpetual, non-exclusive and non-transferable and is used in a commercial context. It’s not for a license granted to an individual consumer.

What does the Software License Agreement cover?

  • Grant of license

  • Delivery, installation and acceptance

  • Charges and payment

  • Technical assistance

  • Software maintenance

  • Representations and warranties

  • Reproduction

  • Limited warranty

  • Indemnity

  • Termination and default

  • Confidentiality

Because software can be complex and non-standardized, it’s important to make sure that the agreement, especially the definitions, accurately reflect your needs and expectations as a licensee.

While the license needs to balance the goals of both parties, you, as a licensee, will want the rights granted in the agreement to be as broad as possible with enough flexibility to allow use as your business needs evolve, the IT environment changes, and as emergency circumstances dictate. An expansive scope allowing broad use of the software would allow use on any of your computers or systems, use on multiple computers at the same time by any number of users and use at any customer location. You should also seek more expansive rights regarding how the software can be used such as allowing the software to be used not only for internal use but also to support your business operations and to use the software to furnish products and services to customers and business associates.

Many software licensing agreements are bound by some use metric, such as number of users, designated machine and machine processing power, designated installation site or restrictions on entities that may use the software. You should find a mutually suitable license metric that aligns with both parties’ objectives and your budget. You should then seek clarifications and exceptions with respect to any use restrictions to derive the maximum value from that license purchase and to address your existing and future business needs and potential changes in your business operations over the course of the license term.

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