A software licence grants the right to use software you keep owning. The core is the scope (who/how many can use it, for how long) and the restrictions (no reverse engineering, no resale). Use this for installed or licensed software; use Terms of service for SaaS.
What's inside
Licence grant
Restrictions
Ownership
Support and updates
FeesThe price for this specific project and how it’s charged.In negotiation: Tie payment to something observable — a date, a milestone, an acceptance — never to the other side’s internal processes.
WarrantiesThe promises about quality — typically that services are performed with reasonable skill and care.In negotiation: Suppliers should warrant skill and care, not outcomes. 'Fit for purpose' wording is a hidden guarantee.
Limitation of liabilityCaps how much one party can be made to pay if things go wrong, and excludes indirect losses.In negotiation: Expect the cap to land around 12 months' fees. Push back on one-way caps — they should protect both sides — and on caps that quietly swallow data-breach or IP-infringement liability.
Term and terminationHow long the agreement lasts and how to end it.In negotiation: Watch auto-renewal windows — a 60-day opt-out on a 12-month term is easy to miss. Symmetric termination-for-convenience is the fair default.
Governing law and jurisdictionChooses which country’s law applies and which courts decide disputes.In negotiation: Pick a forum where you could actually afford to sue — a 'won' clause naming a court you'll never travel to is a loss.
How this template is reviewed
Drafted Template v1 · June 2026
Written in plain language and self-checked against comparable open standards where they exist. Independent review is pending. Every export is stamped with the template ID and version it came from. A status is never claimed until the work behind it has happened.
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