Software License Agreement - Standard by Common Paper
This document is a comprehensive Software License Agreement template, structured with an Order Form, Key Terms, and Standard Terms. It outlines the licensing of software from a Provider to a Customer, covering details such as subscription periods, fees, payment processes, permitted uses, and license limitations. The agreement also includes standard legal provisions for warranties, indemnification, limitation of liability, confidentiality, and general contract terms.
Cover Sheet
Order Form
The key business terms of this Order Form are as follows:
Framework Terms: This Order Form incorporates and is governed by the Framework Terms dated [enter Effective Date of Key Terms] between [enter name of Provider] and [enter name of Customer]. If there is any inconsistency between this Order Form and the Framework Terms, this Order Form will control for this Agreement.
Software: The Software available under this Order Form is [description of the software].
Order Date: [Date of last signature on this Order Form] or [Fill in custom start date]
License details
Pilot:
[Drafting note: Use this section if including a pilot. The default structure is for the full contract to start immediately after the pilot ends. If not including a pilot or trial, delete this entire section.]
Customer may access the Software for a limited [fill in length of pilot/trial, e.g. 3 months] trial ("Pilot Period"). The Subscription Period will automatically start following the Pilot Period.
[Drafting note: If including a pilot, select one option.]
( ) Fee for Pilot Period: [fill in $ amount]
( ) Free trial
[Drafting note: Some companies want to modify parts of the Standard Terms during a trial or pilot. Use this option to do so. See the example for common pilot modifications.]
[ ] Modifications to the Agreement that apply only to the Pilot Period:
[For example:
- Sections 5.3 (Representations & Warranties from Provider), 5.4 (Provider Warranty Remedy), and 8 (Indemnification) do not apply during the Pilot Period.
- There are no Increased Claims nor Unlimited Claims during the Pilot Period.
- The General Cap Amount is $1,000 for all claims that arise during the Pilot Period.
- Either party may immediately terminate the Agreement during the Pilot Period for any or no reason by giving notice to the other party.]
Subscription Period: [Fill in length of license, e.g. 12 months]
Fees: [ describe fees ]
[ ] Fees may increase up to [ ]% per renewal if Provider has given notice of the increase prior to the Non-Renewal Notice Date.
[ ] Fees will increase [ ]% per renewal.
[ ]Modifying Section 3.1 of the Standard Terms, Fees are inclusive of taxes.
Payment Process:
( ) Pay by invoice: Provider will invoice Customer [monthly | quarterly | annually | once per Subscription Period]. Customer will pay each invoice within [ # ] days from [Customer's receipt of invoice | the invoice date].
( ) Automatic payment: Customer authorizes Provider to bill and charge Customer's payment method on file [monthly | quarterly | annually | once per Subscription Period] for immediate payment or deduction without further approval.
Auto-renewal:
( x ) Non-Renewal Notice Date: At least [fill in number] days before the end of the current Subscription Period
( ) Modifying Section 4.1 of the Standard Terms, this Order Form does not automatically renew and will expire at the end of the Subscription Period.
Permitted Uses
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