A software licensing agreement is a crucial legal document that governs the rights and obligations between the software provider ('Licensor') and the purchaser ('Licensee'). Reviewing this agreement thoroughly is essential to ensure compliance, protect intellectual property, and mitigate potential risks. This checklist sets out preliminary issues to consider and address when drafting, reviewing or negotiating software agreements.
1. Licence Granted
Ensure the scope of the licence is clearly defined.
Verify the permitted uses of the software are consistent with what have been agreed.
Check for any restrictions or limitations on the license.
2. Intellectual Property Rights
Address ownership of intellectual property rights.
Include copyright, trademark, and patent provisions, if applicable.
Consider licensed third-party software or open-source components.
3. License Fees and Payment Terms
Clearly state the license fees.
Identify any recurring or one-time fees.
Specify payment terms, due dates, and accepted payment methods.
4. License Duration and Termination
Define the duration of the license.
Include provisions for termination by either party.
Outline any conditions or consequences for early termination.
5. Support and Maintenance
Include provisions for technical support and software updates.
Specify the duration and availability of support.
Address any additional fees or requirements for support and maintenance.
6. Warranties
the software will perform in accordance with any agreed customer’s specifications;
the software is free from defects, omissions or viruses;
the software complies with all applicable laws;
the software provider has the relevant rights to licence the software, and that it will not infringe any third party’s IP.
7. Limitation of Liability
Include limitations on the software provider's liability.
Consider exclusions or disclaimers of warranties.
Clarify liability for software defects or damages.
8. Confidentiality and Data Protection
Include provisions for protecting confidential information.
Address data privacy and compliance with applicable laws.
Cover data sharing or data transfer provisions.
9. License Restrictions and Prohibited Uses
Include restrictions on the use, copying, or distribution of the software.
Specify limitations on reverse engineering, decompiling, or modifying the software.
Limitation on reselling the software (standalone, or as a part of another software).
Clarify prohibited uses of the software.
10. Dispute Resolution and Governing Law
Clearly specify the governing law.
Address any jurisdiction or venue clauses.
Remember to adapt the checklist to your specific needs and circumstances when reviewing a software licensing agreement.
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