Software License Agreement by Common Paper
The Common Paper Software License Agreement is a structured, plain-language contract for licensing on-premises or downloadable software. It sets clear rules for license scope, permitted use, and ownership. It is part of CommonPaper’s widely trusted library of open, lawyer-vetted standard agreements.
How to set up an agreement
Review the agreement, including the linked Standard Terms.
Review each variable on the Cover Page and fill in your details. Don’t forget to enter your company’s information in the signature block at the end.
Delete any optional variables, choices, or details that do not apply to you.
Delete all [informational text].
Remove this first page.
Send to your counterparty for review and signature.
Software License Agreement
Order Form
The key business terms of this Order Form are as follows:
This is a preview. The full template is free on GitLaw.
5.0 out of 5 on Google
Read reviewsAs seen in
About this template
What is this template?
This is a two-part commercial contract consisting of a modular Order Form and a set of Framework Terms. It contains specific mechanics for pilot periods, automatic renewals with fixed percentage increases, and a detailed three-tier limitation of liability structure. It is not a SaaS agreement, as it expressly grants a license to install the software on systems owned or controlled by the customer.
When should you use it?
Use this template when licensing software for local installation where business variables like license keys and audit rights are required. If the software is hosted by the provider and accessed via a browser, use a SaaS Agreement instead.
What's inside
| Clause | Name | What it does |
|---|---|---|
| 1.1 | License | Provider grants Customer a non-exclusive, non-transferable license to install the Software during the Subscription Period for specified Permitted Uses. |
| 1.4 | Machine Learning | Provider may use de-identified, aggregated Usage Data to train artificial intelligence or machine learning models within its products. |
| 2.1 | Restrictions on Customer | Customer is prohibited from reverse engineering the source code or using the Product for any High Risk Activity. |
| 7.1 | Liability Caps | Cumulative liability is limited to the General Cap Amount or a specific Increased Cap Amount for designated supercap claims. |
| 8 | Indemnification | Provider defends Customer against claims that the Software infringes third-party intellectual property or proprietary rights. |
| 9 | Confidentiality | Recipients must protect Discloser's Confidential Information using a reasonable standard of care and may only disclose to those with a need-to-know. |
Who it's for
- a software provider issuing an order form for installed software with variable license limits
- a customer seeking a free trial or pilot period before a full subscription starts
- a company requiring specific supercaps for claims related to data or confidentiality breaches
- an organization deploying on-premise software requiring standard framework terms
How long it runs and how it's signed
Law it's drafted under
United States note
This version is drafted for US law generally. Contract, employment and consumer rules vary by state — for example on non-competes and at-will employment. Tell GitLaw which state applies and it adjusts the draft.
Frequently asked questions
A template isn't binding on its own - like any contract, it becomes binding once it's properly completed and signed. Templates in our curated library are professionally drafted for US or UK law; review any template before you sign it.
Yes. Chat with GitLaw to edit any section, or make changes directly in the editor.
Yes, read about team plans here.
Describe what you need in the chat and GitLaw will draft it for you.
Templates in our curated library are professionally drafted for US or UK law. The wider library comes from the GitLaw community and public sources - a solid starting point, but check any template fits your situation before you rely on it.
Mostly US and UK law. Some templates use general commercial terms that work across jurisdictions, and many note which law they're written for.
It depends on the situation. Templates work well for routine business agreements. For anything involving significant money, complex IP, employment, or areas you're unsure about, it's worth getting professional advice before you sign. GitLaw provides templates and tools, not legal advice.
Open any template in GitLaw and describe the change you want in the chat — 'make clause 4 mutual' or 'add a 30-day notice period', for example. GitLaw drafts the revised language and shows it as a suggested edit. You accept, reject, or keep editing from there.
Yes. Upload a Word, PDF, or Markdown file and GitLaw will open it in the editor. You can review, edit, or chat with GitLaw about it the same way you would with any template from the library.
Trusted by 5,000+ businesses
From template to signed, in one place
Every template opens in an editor with an AI agent alongside it.
Open
Pick a template and open it. Nothing to download, and no credit card to start.
Free to open
Edit with AI
Describe your situation in chat and the agent adapts the wording, clause by clause.
Tracked changes you can review
Send and sign
Share it for negotiation, then collect signatures without leaving GitLaw.
eSign included
Built for your legal work,
with practicing lawyers
Trained on 5,500+ clauses and specialist areas of law. Built with a standards committee of independent lawyers.
As seen in
Ready to get started?
No sales calls, no credit card. Just chat with GitLaw.
GitLaw provides templates and tools, not legal advice. Templates are a starting point, not a substitute for advice on your situation - for anything significant, speak to a qualified lawyer.