Software License Agreement
(Licensee)

Summary

This Software License Agreement form provides for the dissemination of software and related documentation from licensor to licensee. The agreement provides for the grant of a perpetual, non-exclusive, and non-transferable license for the subject licensed product and is used in a commercial context (rather than a license granted to an individual consumer). This template includes practical guidance, drafting notes, and alternate and optional clauses. The licensee's rights under this agreement are limited to a right to use the software. The licensee is not granted the right to modify the software or to distribute it for use by any other party. This form has been drafted with terms that favor the licensee including, among other items, preferential warranty, indemnity, representation, and termination provisions. For a related checklist, see Software License Agreement Checklist (Pro-Licensee). For an example agreement drafted in favor of the licensor, see Software License Agreement (Licensor). For a discussion on drafting and negotiation considerations related to a Software License Agreement, see Software License Agreements: Drafting and Negotiating the Agreement.