Skip to content

Software and data

Software license agreement template

Software licence agreement: A software licence agreement grants permission to install and use software under set conditions, while the developer keeps ownership.

Last reviewed 6 November 2026 · 7 clauses · General guidance, not legal advice

Upload yours for a review and e-signature, or save it as a team template.

Start free

When to use a software licence agreement

  • On-premise or desktop software
  • Licensing a code library or SDK to a partner
  • Enterprise licences by seat or server

Software license agreement template: clause-by-clause outline

Sample starting wording for each clause. Replace the text in [brackets] with your details.

  1. Licence grant

    The Licensor grants the Licensee a non-exclusive, non-transferable licence to install and use the Software for [number] users for internal business purposes.

  2. Restrictions

    The Licensee will not copy (except for backup), modify, reverse engineer or distribute the Software.

  3. Fees

    The Licensee will pay [a one-off licence fee / an annual fee] of [amount].

  4. Maintenance

    Updates and support are provided for [12] months and then under a maintenance agreement.

  5. Open source

    Open-source components are licensed under their own terms, listed in the documentation.

  6. Warranty

    The Software will perform substantially as described in the documentation for [90] days.

  7. Audit

    The Licensor may verify licence compliance once a year on reasonable notice.

What to check before you sign

  • What counts as a “user” or “server”?
  • What happens on a merger or transfer of business?
  • Is source code escrow needed for critical software?

How to send a software licence agreement for e-signature

  1. Draft or upload it. Use the outline above with your own wording, upload an existing document, or save it as your organisation’s template.
  2. Check it against your playbook. Points outside your positions are flagged, and approval rules route it to Legal when needed.
  3. Send it by email. Signers get a plain-language review and a secure link, sign on any device in the order you set, and can suggest changes as tracked changes.
  4. Keep the signed PDF. Everyone receives it with a certificate of completion, and key dates go to Upcoming with reminders.

Software license agreement template: frequently asked questions

Is a perpetual licence still common?

Less so than subscriptions, but it is still used for on-premise and embedded software, usually with paid annual maintenance.

What is source code escrow?

A third party holds the source code and releases it to the licensee if the developer goes out of business.

Is an electronically signed software licence agreement legally binding?

In most countries, yes. E-signatures are recognised for commercial contracts under laws such as the ESIGN Act (US), eIDAS (EU), the Electronic Communications Act (UK) and the Information Technology Act (India). econtracts.ai adds a certificate of completion with each signer’s identity check and a fingerprint of the signed content.

Can I get a software licence agreement I received reviewed?

Yes. Upload it to econtracts.ai and you get a plain-language review: key dates, money and points to check, each quoting the clause it comes from.

Related contract templates

This outline is a starting point for discussion, not legal advice, and it is not a complete contract. Laws differ by country and sector; have a qualified lawyer review contracts that matter.