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The importance of Software Evaluation Agreements May 08, 2016


Many software vendors release their software to potential customers as part of a free trial or evaluation. In the process of doing so, it is easy to forget about the importance of having the potential customer sign up to a software licence agreement. 

Some vendors believe that because the software is only being used as part of a free trial, a software licence agreement is unecessary? But is it really?

Let's take a look at some of the reasons why a software vendor will require a licensee to execute a software licence agreement in the first place. While every software licence agreement is different, generally:
  • ​Software licence agreements make it clear that the vendor, not the licensee, owns the IP rights in the software;
  • They limit the liability of the vendor;
  • A good software licence agreement will clarify the scope of the licence and what the customer can do with the software;
  • They include provisions around the licence fees payable, including their quantum and when they must be paid;
  • They usually include indemnification and warranty clauses, and specify whether or not support and maintenance is being provided;
  • They specify what the customer must not do with the software (for example, software licence agreements typically restrict reverse engineering and decompilation).
Having a software licence agreement regulate the commercial relationship between vendor and licensee during a trial or evaluation period is very important for all of the above reasons. Without an evaluation agreement it is unclear when the trial commences, when it concludes, what the licensee is entitled to do with the software during the trial, and what is is forbidden from doing with the software. Without a software licence agreement, it can be very difficult to terminate the trial and force the licensee to return or delete the software.

Our Software Evaluation Licence Agreement template is only 2 pages long (and therefore shouldn't scare off trial users!), and is currently on sale for a limited time. It comes with access to our document generation and automation system which makes it easy to customise, and a limited amount of free legal advice.