Software License Agreement

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Parties & Software›License Grant›License Type & Scope…

Parties & Software12 questions

1. What type of business entity is the company entering into this document?

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2. What is the full legal name of the software company (Licensor)?

3. What type of legal person or entity is the Licensor?

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4. What is the Licensor's notice address (street, city, state/province, postal code, country)?

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5. What is the full legal name of the business receiving the software license (Licensee)?

6. What type of legal person or entity is the Licensee?

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7. What is the Licensee's notice address (street, city, state/province, postal code, country)?

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8. What is the name of the software being licensed?

9. Describe the licensed software, including all included modules, APIs, documentation, add-ons, and permitted functionality.

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10. What documentation, specifications, manuals, support policies, and release notes are included or incorporated?

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11. Will this agreement incorporate an order form, SOW, quote, EULA, support policy, SLA, or data processing agreement?

12. Which versions, updates, upgrades, patches, and releases are included in the license?

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License Grant6 questions

13. What is the scope of the license grant?

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14. For what purposes and environments may the Licensee use the software?

15. Who may access and use the software under the Licensee's account?

16. May contractors, consultants, outsourcing vendors, or managed-service providers access the software on Licensee's behalf?

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17. In what countries or territories may the software be accessed, hosted, deployed, or used?

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18. Will the Licensee access the software through APIs, SDKs, webhooks, or integration connectors?

License Type & Scope6 questions

19. What commercial license model applies?

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20. How is the software delivered and accessed?

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21. What usage metric measures the license?

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22. What is the licensed quantity, and how are overages and true-ups handled?

23. Which deployment environments are permitted under this license?

24. What are the fees, payment schedule, currency, taxes, renewal pricing, and invoicing terms?

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Delivery & Installation3 questions

25. How will the software be delivered, accessed, and - for on-premise deployments - installed?

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26. Will Licensor provide implementation, migration, configuration, training, or other professional services?

27. Will there be a formal acceptance testing period before the Licensor is deemed to have delivered conforming software?

Source Code & Modifications7 questions

28. Will source code, build materials, or a source code escrow deposit be provided to or for the Licensee?

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29. What configurations, modifications, integrations, or derivative works may the Licensee create, and who owns them?

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30. How may Licensor use suggestions, feedback, enhancement requests, or ideas provided by Licensee?

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31. What technical-use restrictions and prohibitions apply to the licensed software?

32. Does the licensed software include third-party proprietary components, embedded APIs, hosted services, or platform dependencies?

33. Should the agreement restrict publication of benchmark results, security test findings, or comparative analyses?

34. Does the software incorporate open source software components?

Data & Privacy5 questions

35. What categories of data will the software process or store on Licensee's behalf?

36. Who owns and may use Licensee data, usage data, telemetry, logs, and derived or aggregated data?

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37. May Licensor use Licensee data for AI model training, large language model fine-tuning, or generative AI improvements?

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38. Does the software include AI/ML features, automated decision-making, generative AI outputs, or model-training capabilities?

39. What data export, deletion, backup retention, certification, and transition assistance obligations apply after termination?

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Support & Maintenance3 questions

40. What level of support is included in the license fee?

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41. Which maintenance services are included in the license or subscription fee?

42. What end-of-life, end-of-support, deprecation notice, and migration assistance obligations apply?

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Audit Rights1 question

43. Does the Licensor have the right to audit or require self-certification of Licensee's compliance with seat, usage, and deployment limits?

Warranties & Disclaimers7 questions

44. Which Licensor warranties will the agreement include?

45. What is the warranty period for each warranty type?

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46. Will Licensor indemnify and defend Licensee against third-party claims that the software infringes their intellectual property?

47. Will Licensee indemnify Licensor for any of the following?

48. Should the agreement disclaim all implied warranties (merchantability, fitness for a particular purpose, non-infringement beyond what is expressly warranted)?

49. Should the agreement exclude consequential, indirect, incidental, special, and punitive damages, and what carveouts apply?

50. What is the liability cap, super-cap (for specific high-risk claims), and applicable carveouts?

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Term & Termination6 questions

51. What is the initial license term?

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52. Does the license or subscription automatically renew at the end of the term?

53. What cure period and notice requirements apply before termination for breach?

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54. What transition assistance, wind-down access period, or continued use rights apply after termination or expiration?

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55. What must Licensee return, uninstall, delete, or certify upon termination or expiration?

56. Which provisions survive termination or expiration of the agreement?

Dispute Resolution6 questions

57. What law will govern this agreement?

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58. Where must lawsuits be filed or arbitration proceedings be seated?

59. How will disputes be resolved, and is emergency injunctive relief preserved?

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60. Should either party be entitled to seek emergency injunctive or equitable relief from a court for IP misuse, confidentiality breach, or source code misuse?

61. What methods are permitted for delivery of formal legal notices under the agreement?

62. Should the prevailing party be entitled to recover attorneys' fees and litigation costs?

General Provisions6 questions

63. Should the agreement include mutual confidentiality obligations, or will a separate NDA govern?

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64. May either party use the other's name, logo, or relationship for customer lists, press releases, case studies, or marketing?

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65. May either party assign the agreement, and what happens on a change of control (merger, acquisition, asset sale)?

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66. Are there export control, sanctions, or encryption compliance obligations applicable to the software?

67. What additional compliance obligations govern use of the software?

68. Will this document be signed electronically?optional

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Required - please read and check this box to generate:ArtiEsq provides self-help legal information and document automation. ArtiEsq is not a law firm, does not provide legal advice, and use of this product does not create an attorney-client relationship. You are responsible for reviewing the document and determining whether you should consult a licensed attorney for legal advice about your specific situation.

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