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Licensor (Software Vendor)

Representative Name *

Title / Role

Company / Organization *

Address / Principal Place of Business *

State/Country of Incorporation

Licensee (Customer)

Representative Name *

Title / Role

Company / Organization *

Address / Principal Place of Business *

State/Country of Incorporation

Effective Date

Subscription / License Term

Renewal Type

License / Seat Model

Payment Terms

Currency

Uptime SLA

Defines the minimum uptime percentage Licensor guarantees. If the target is missed, Licensee receives service credits. Essential for SaaS products with paying customers.

Commit to a monthly uptime percentage with service credits

Customer Data Ownership

Clarifies that all data submitted to the software belongs to the Licensee, not the Licensor. Critical for B2B SaaS contracts.

Licensee retains full ownership of their data

Data Portability on Exit

Guarantees the Licensee can retrieve their data when the subscription ends. Aligns with GDPR/LGPD data portability rights.

Licensee can export their data in a machine-readable format

Confidentiality Clause

Protects sensitive business information exchanged during the licensing relationship from unauthorized disclosure.

Both parties must keep shared information confidential

Limitation of Liability

Sets a maximum dollar amount for total liability and excludes indirect/consequential damages to limit financial exposure for both parties.

Cap the maximum liability for claims under the agreement

Indemnification

Requires the Licensor to defend and compensate the Licensee for losses caused by IP infringement claims related to the software as delivered.

Licensor indemnifies Licensee against third-party IP claims

IP Retained by Licensor

Explicitly states that no IP ownership is transferred to the Licensee. The Licensee only receives a limited right to use the software.

All software IP remains exclusively owned by the Licensor

No Reverse Engineering

Prohibits the Licensee from attempting to extract source code or understand the software's internal workings through decompilation or disassembly.

Licensee may not decompile or reverse engineer the software

Acceptable Use Policy

Establishes rules for how the software may be used, prohibiting illegal activities, interference with the service, or use to harm others.

Define permitted and prohibited uses of the software

Audit Rights

Allows the Licensor to audit Licensee's use of the software to confirm compliance with the number of authorized users or seats. Especially relevant for per-seat licensing.

Licensor can verify compliance with seat/usage limits

Non-Solicitation Clause

Prevents either party from recruiting or hiring the other party's employees who were involved in the licensing relationship.

Prevent hiring each other's employees involved in the agreement

Source Code Escrow

Protects the Licensee by having the source code held by an independent escrow agent. Released only if the Licensor becomes insolvent or discontinues the software.

Source code deposited with a third party in case Licensor fails

Sublicense Rights

Grants the Licensee the right to authorize specific end users (e.g., customers) to access the software. Typically used in white-label or reseller arrangements.

Licensee may sublicense access to designated end users

Termination Notice Period

Data Deletion After Termination

Create Software License Agreement

Parties

License Type

Software Details

Subscription & Billing

Jurisdiction & Governing Law

Optional Clauses

Termination & Data