Free Software License Agreement Template

SOFTWARE LICENSE AGREEMENT

This Software License Agreement ("Agreement") is made on [DATE] between [LICENSOR NAME], [ADDRESS] ("Licensor"), and [CUSTOMER NAME], [ADDRESS] ("Customer").

1. SOFTWARE. "Software" means [PRODUCT NAME AND VERSION], in object code form, with its documentation and any updates Licensor provides under this Agreement.

2. LICENCE GRANT. Licensor grants Customer a [non-exclusive, non-transferable] licence to install and use the Software for Customer's internal business purposes on up to [NUMBER] [users / devices / servers] ("Licensed Quantity") during the Term.

3. RESTRICTIONS. Customer will not: (a) exceed the Licensed Quantity; (b) copy the Software except for reasonable backup; (c) modify, reverse engineer, decompile or disassemble it, except to the extent the law expressly permits despite this restriction; (d) sublicense, rent, lease or distribute it; or (e) remove proprietary notices.

4. FEES. Customer will pay [a one-time licence fee of $[AMOUNT] / an annual licence fee of $[AMOUNT]] and [annual maintenance and support fees of $[AMOUNT] / [PERCENT]% of the licence fee], invoiced [annually in advance] and payable within [30] days. Additional users are charged at [RATE], prorated. [Maintenance fees may increase by no more than [PERCENT]% per year, with [60] days' notice.]

5. DELIVERY AND ACCEPTANCE. Licensor will deliver the Software by [download / installation] by [DATE]. Customer may test it for [30] days and reject it if it materially fails to meet the documentation, for a full refund.

6. SUPPORT AND UPDATES. While maintenance is paid, Licensor will provide: support by [email/phone] during [HOURS]; responses within [4] business hours for critical issues and [1] business day for others; and bug fixes and updates released to its customers generally. Licensor will support the current and previous major versions.

7. OWNERSHIP. Licensor owns the Software and all intellectual property in it. Customer owns its data and outputs created using the Software. Licensor will not access Customer data except as needed to provide support, with Customer's permission.

8. WARRANTIES. Licensor warrants that for [90] days after delivery the Software will perform materially as described in the documentation, and that it will not knowingly include malware. Customer's remedy is repair, replacement or a refund of fees paid for the non-conforming Software. Otherwise, to the extent permitted by law, implied warranties are disclaimed.

9. IP INDEMNITY. Licensor will defend Customer against third-party claims that the Software infringes a US patent, copyright or trademark or misappropriates a trade secret, and pay resulting damages and costs, provided Customer gives prompt notice and cooperation. If the Software is found infringing, Licensor may modify or replace it, obtain a licence, or end the licence and refund [unused / depreciated] fees. This does not apply to infringement caused by Customer modifications or combinations with non-Licensor products.

10. LIMITATION OF LIABILITY. Except for IP indemnity, confidentiality breaches and gross negligence or willful misconduct, neither party is liable for indirect or consequential damages, and each party's total liability is limited to the fees paid in the [12] months before the claim.

11. AUDIT. Once per year, on [30] days' notice and during business hours, Licensor may verify Customer's compliance with the Licensed Quantity. If Customer exceeds it, Customer will pay for the excess at the then-current rates; Licensor pays for the audit unless underpayment exceeds [5]%.

12. CONFIDENTIALITY. Each party will protect the other's confidential information with reasonable care.

13. TERM AND TERMINATION. This Agreement starts on [DATE] and continues [perpetually / for [NUMBER] years, renewing annually unless either party gives [60] days' notice]. Either party may terminate for material breach not cured within [30] days of notice. On termination, Customer will stop using and delete the Software, and may export its data.

14. SOURCE CODE ESCROW [OPTIONAL]. Licensor will deposit the source code with [ESCROW AGENT], releasable to Customer if Licensor ceases business or stops supporting the Software.

15. GOVERNING LAW. This Agreement is governed by the laws of [STATE].

GENERAL PROVISIONS
(a) Notices. Notices must be in writing and sent to the addresses or emails above (or as later updated by notice). Email notice is effective when sent, unless the sender receives a delivery failure message.
(b) Entire agreement. This agreement, with any schedules and exhibits, is the entire agreement between the parties on its subject and replaces all prior discussions and agreements on that subject.
(c) Amendments and waivers. Changes must be in writing and signed by both parties. A failure or delay in enforcing any term is not a waiver of it.
(d) Severability. If any provision is found unenforceable, it will be limited to the minimum extent necessary and the rest of this agreement will remain in effect.
(e) Assignment. Neither party may assign this agreement without the other party's written consent, except to a successor in a merger or sale of substantially all of its business, on notice.
(f) Relationship. Nothing in this agreement creates a partnership, joint venture or agency relationship unless expressly stated.
(g) Counterparts and electronic signatures. This agreement may be signed in counterparts and by electronic signature, each of which is an original and together form one agreement.
(h) Independent advice. Each party has had the opportunity to review this agreement with its own legal counsel and signs it voluntarily.

LICENSOR: ____________________  Date: __________
CUSTOMER: ____________________  Date: __________

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This free template is provided by ClauseAudit for general informational purposes and is not legal advice. Have it reviewed before use. Replace all [BRACKETED] placeholders.