Software License Agreement
A Software License Agreement is a license agreement governing the use or redistribution of software.
- Context:
- It can (typically) form the legal framework for the software's distribution and usage, setting forth the terms under which a licensee can use or distribute the software.
- It can range from being a Non-Negotiated Software License Agreement (such as a clickwrap agreement) to being a Negotiated Software License Agreement
- It can outline the rights, responsibilities, and limitations of both the licensee and licensor.
- It can protect the Software Creator Intellectual Property Rights.
- It can (typically) contain Software Licensing Agreement Clauses, such as:
- a SLA Indemnity Clause which covers compensation for losses or claims due to misuse or violations by either party.
- a SLA Termination Clause which specifies the conditions under which the agreement can be ended.
- a Software Warranty Clause detailing the guarantees made by the licensor regarding the software’s functionality and performance.
- a Software Maintenance and Support Clause outlining the scope of support and updates provided, if any.
- a Usage Limitation Clause which might specify limitations like the number of devices on which the software can be installed.
- a Payment and Renewal Clause stating the licensing fee, payment terms, and any renewal fees or conditions.
- a Confidentiality Clause ensuring that any confidential information shared during the license tenure remains protected.
- a Governing Law Clause which designates the legal jurisdiction and venue in case of any disputes.
- a Transferability Clause stating if and how the license can be transferred or assigned.
- a SLA Non-compete Clause to restrict the licensee from engaging in activities that compete with the software or its functionalities.
- a Dispute Resolution Clause specifying how any disagreements arising from the software license will be resolved, e.g., through arbitration or mediation.
- a Audit Rights Clause allowing the licensor to ensure the licensee is complying with the usage terms of the software.
- a Open Source Software Disclosure Clause detailing any open source components used in the software and their respective licenses.
- It can range from being a Custom Software License Agreement to being a Template-based Software License Agreement, such as end user license standard contract blueprint.
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- Example(s):
- an Open Source Software License, allowing free modification and redistribution.
- a Shrinkwrap Agreement, often used for mass-marketed software.
- a Clickwrap Agreement, requiring user consent through specific onscreen actions.
- an End User License Agreement (EULA), often used for individual users or organizations.
- ...
- Counter-Example(s):
- See: Exclusive Rights, Software, Copyright, Source Code, Object Code, Public Domain Software, Licensee, End-User.
References
2023
- (Wikipedia, 2023) ⇒ https://en.wikipedia.org/wiki/Software_license Retrieved:2023-8-7.
- A software license is a legal instrument (usually by way of contract law, with or without printed material) governing the use or redistribution of software. Under United States copyright law, all software is copyright protected, in both source code and object code forms, unless that software was developed by the United States Government, in which case it cannot be copyrighted. Authors of copyrighted software can donate their software to the public domain, in which case it is also not covered by copyright and, as a result, cannot be licensed.
A typical software license grants the licensee, typically an end-user, permission to use one or more copies of software in ways where such a use would otherwise potentially constitute copyright infringement of the software owner's exclusive rights under copyright.
- A software license is a legal instrument (usually by way of contract law, with or without printed material) governing the use or redistribution of software. Under United States copyright law, all software is copyright protected, in both source code and object code forms, unless that software was developed by the United States Government, in which case it cannot be copyrighted. Authors of copyrighted software can donate their software to the public domain, in which case it is also not covered by copyright and, as a result, cannot be licensed.
2022
- https://legal.thomsonreuters.com/en/insights/articles/key-issues-in-drafting-software-license-agreements
- QUOTE: oftware license agreements raise important considerations for both software licensors and licensees. For software licensors, a software licensing arrangement can generate significant revenue and the licensor's ownership and control of its intellectual property (IP) rights in the software are typically paramount. For software licensees where the licensed software's use can be critical to the licensee's business operations, the scope of the license and any restrictions on use are key.
Given these types of concerns, it is important for each party to understand the key issues and tailor the software license agreement to suit the particular transaction. This article addresses issues arising in on-premises software licensing when drafting or negotiating a software license agreement for off-the-shelf software (as opposed to customized software). ...
- License purpose
Before entering into a software license agreement, each party should evaluate and determine the purpose of the license to identify its objectives in entering into the software license agreement, how the license fits into its overall software licensing strategy, and how it affects any current or future licenses.
These considerations provide context for the agreement and allow counsel to evaluate and determine the relative importance of the software license agreement's various provisions and each party's negotiating position and leverage.
The licensor and the licensee each have unique considerations. The licensor should consider:
- Whether the license's primary purpose is revenue generation and the licensor's business model for revenue generation — such as direct licensing to end users or using software distributors that either resell the software on a stand-alone basis or bundle the licensor's software with other software or equipment.
- Protection of the licensor's proprietary software as IP.
- Business factors.
- Strategic goals.
- Whether any elements of the software are proprietary to other parties or contain open-source software components. If so, the licensor should evaluate the impact of any necessary flow-down provisions in the agreement and how they impact the licensor's contracting strategy.
- The licensee should consider:
- Its intended uses of the software.
- The software's specifications and whether its functionality meets the intended users' needs.
- Whether use of the software is critical for the licensee's business operations.
- The software's interoperability with the licensee's IT infrastructure and environment and whether any development or customization is required for interoperability.
- Types of software license agreements
Software license agreements vary widely and are based on many different factors, including the type of software being licensed. A software license agreement can be:
- Non-negotiated, in a shrinkwrap or clickwrap form.
- Negotiated.
- Referred to as an end user license agreement (EULA).
- Licensors typically license mass-marketed, off-the-shelf software under non-negotiated, standard shrinkwrap or clickwrap agreements. Shrinkwrap agreements are formed when the user affirms consent to a printed agreement by opening the clear, plastic, shrink-to-fit wrapper that seals the product.
Under a clickwrap agreement, the user is presented with the agreement terms onscreen and required to take a specified onscreen action (for example, clicking on an “accept” button) to affirm consent to be bound by those terms.
Negotiated software license agreements vary in many respects. In particular, variances in the scope of the license grant and the type of use are most typical and can impact the agreement's financial terms. In contrast with consumers of off-the-shelf software, businesses that license enterprise or other multi-user software may insist on negotiating all or certain terms of their software license agreements by using the licensee's own form or modifying the licensor's standard form in a negotiated agreement.
A EULA is an agreement between the software licensor and an end user, which can be an organization or an individual. Typically, EULAs are presented in clickwrap form. Software licensors also often use EULAs in the software distribution context.
- QUOTE: oftware license agreements raise important considerations for both software licensors and licensees. For software licensors, a software licensing arrangement can generate significant revenue and the licensor's ownership and control of its intellectual property (IP) rights in the software are typically paramount. For software licensees where the licensed software's use can be critical to the licensee's business operations, the scope of the license and any restrictions on use are key.
2018
- (Wikipedia, 2018) ⇒ https://en.wikipedia.org/wiki/software_license Retrieved:2018-3-16.
- A software license is a legal instrument (usually by way of contract law, with or without printed material) governing the use or redistribution of software. ...