Software Licence Agreement

A software licence is a document that allows a customer to use software without transferring ownership. The drafting questions are different from those for a SaaS subscription: a traditional licence may grant perpetual rights to a specific version of the software, permit on-premises installation, and include source code escrow arrangements.

Where licence drafting makes a difference

The points where drafting matters most are: precise definition of permitted use; restrictions on copying, reverse engineering, and assignment; warranties and disclaimers; IP indemnities (a particular point of negotiation); maintenance and support obligations; and post-termination rights.

Suitable for software vendors licensing their products or for businesses wanting a robust licence agreement to issue to their customers.

This service is for traditional software licensing. If your model is subscription-based SaaS, see SaaS Terms of Service.

Example: a typical scope and fixed fee

For a UK software vendor licensing a single product, the typical scope looks like this.

What's included

• A consultation to understand the software, customer base, and commercial model
• Drafting of a software licence agreement covering grant of licence, restrictions, fees, IP, warranties, indemnities, maintenance and support, liability, and termination
• One round of revisions based on your feedback
• Final version ready to use

What's outside this scope

• Negotiation with individual customers beyond the scope described above
• Sector-specific regulatory provisions (e.g. financial services, healthcare)
• SaaS terms of service (see SaaS Terms of Service)
• Tax advice

Fixed fee: £850, no VAT.

How I will approach your matter

Once you have instructed me, I will arrange a consultation to understand the software, customer base, and commercial model before drafting. The licence will be tailored to the way the software is delivered and used.