Checklist Software License Agreement Provisions

Company Letterhead

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

Introduction

This checklist is designed to assist {{company_name}} in evaluating proposed software license agreements. It highlights key provisions that should be carefully considered to protect the company's legal and commercial interests.

Ensure all sections are reviewed in conjunction with legal counsel familiar with software licensing and intellectual property law in Southern Africa.

License Grant and Scope

Clearly defined grant of license (e.g., perpetual, term-based, non-exclusive, worldwide)?

Scope of use (e.g., internal business operations, number of users, specific devices)?

Restrictions on use (e.g., modification, reverse engineering, sublicensing, distribution)?

Definition of 'Software' (including documentation, updates, and modifications)?

Fees and Payment Terms

License fees, payment schedule, and currency clearly stated?

Details on maintenance, support, and upgrade fees?

Provisions for late payments, interest, or penalties?

Taxes (VAT, withholding tax, etc.) and responsibility for payment?

Intellectual Property Rights

Confirmation that all intellectual property rights in the Software remain with the licensor?

Indemnity clause for infringement claims by third parties?

Provisions for open-source components and their respective licenses?

Ownership of any customizations or enhancements made by {{company_name}}?

Warranties and Disclaimers

Explicit warranties provided by the licensor (e.g., functionality, performance, absence of viruses)?

Duration of warranty period?

Exclusions and limitations of warranties?

Disclaimers of implied warranties (e.g., merchantability, fitness for a particular purpose)?

Limitation of Liability

Caps on the licensor's aggregate liability for all claims arising under the agreement?

Exclusions of certain types of damages (e.g., consequential, indirect, punitive)?

Carve-outs for gross negligence or willful misconduct?

Termination

Conditions for termination by either party (e.g., material breach, insolvency)?

Notice periods for termination?

Obligations upon termination (e.g., return/destruction of software, payment of outstanding fees)?

Survival of certain clauses post-termination (e.g., confidentiality, limitation of liability)?

Confidentiality

Definition of confidential information?

Obligations to protect confidential information and limitations on disclosure?

Exclusions from confidentiality obligations?

Duration of confidentiality obligations?

Governing Law and Dispute Resolution

Designated governing law (e.g., laws of {{country}})?

Mechanism for dispute resolution (e.g., negotiation, mediation, arbitration in {{city}}, courts of {{jurisdiction}})?

General Provisions

Assignment and novation clauses?

Force majeure provisions?

Entire agreement clause?

Notices (method and address for delivery)?

Signature Block

____________________

Signature

{{licensor_name}}

{{licensor_title}}

Date: {{licensor_date}}

____________________

Signature

{{licensee_name}}

{{licensee_title}}

(On behalf of {{company_name}})

Date: {{licensee_date}}