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A reusable agreement for licensing software and related documentation to a business customer under ADGM law.
Abu Dhabi Global Market (ADGM)
Highlighted blanks are the details your parties fill in.
This agreement is dated the date on which it is signed by the last of the parties.
This agreement is made between [TO BE CONFIRMED — Licensor] (the "Licensor") and [TO BE CONFIRMED — Licensee] (the "Licensee").
"Software" means [TO BE CONFIRMED — Software].
"Documentation" means [TO BE CONFIRMED — Documentation].
"Purpose" means [TO BE CONFIRMED — Purpose]
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"Licence Scope" means [TO BE CONFIRMED — Licence Scope].
"Authorised Users" means [TO BE CONFIRMED — Authorised Users].
"Authorised Environment" means [TO BE CONFIRMED — Authorised Environment].
"Territory" means [TO BE CONFIRMED — Territory].
"Licence Term" means [TO BE CONFIRMED — Licence Term].
"Renewal Period" means [TO BE CONFIRMED — Renewal Period].
"Renewal Notice Period" means [TO BE CONFIRMED — Renewal Notice Period].
"Licence Fee" means [TO BE CONFIRMED — Licence Fee].
"Payment Terms" means 30 days after receipt of a valid invoice.
"Late Payment Interest Rate" means 1% per month.
"Liability Cap" means [TO BE CONFIRMED — Liability Cap].
"Cap Measurement Period" means 12 months.
"Cure Period" means 30 days.
"Licensee Data" means all data, content and materials that the Licensee or its Authorised Users input into, upload to or process using the Software.
"Arbitration Rules" means the Arbitration Rules of the Abu Dhabi International Arbitration Centre (arbitrateAD).
"Arbitration Seat" means the Abu Dhabi Global Market.
"Arbitration Language" means English.
Subject to this agreement and payment of the Licence Fee, the Licensor grants the Licensee a non-exclusive, non-transferable, non-sublicensable right during the Licence Term to install, run and use the Software and Documentation in the Authorised Environment, by the Authorised Users, in the Territory, solely for the Purpose and within the Licence Scope.
If the Licensee's Authorised Users create an account in connection with use of the Software, the Licensee is responsible for all actions on those accounts and for all Authorised Users' compliance with this agreement. The Licensee and Authorised Users must protect the confidentiality of their passwords and login credentials and must promptly notify the Licensor if they suspect or know of fraudulent activity involving their accounts, passwords or credentials, or that they have been compromised.
Except to the extent permitted by applicable law that cannot be excluded by contract, the Licensee must not, and must not allow any person to, copy the Software or Documentation except for reasonable backup and disaster-recovery copies; modify, adapt, translate or create derivative works from them; reverse engineer, decompile or disassemble the Software; remove proprietary notices; make them available to an unauthorised person; or use them outside the Licence Scope, Authorised Environment, Territory or Purpose.
The Licensor must provide the Software, Documentation and any licence keys or access credentials reasonably required for the Licensee to exercise the licence granted under the Licence Grant clause. The Licensee is responsible for procuring and maintaining the systems, connectivity and environment required for use in the Authorised Environment unless this agreement expressly states otherwise.
During the Licence Term, the Licensor must provide, at no additional charge, updates and maintenance releases to the Software, including updated Documentation where applicable, that the Licensor makes generally available to customers who have purchased the same Software and Support Services as the Licensee. The Licensee must install all updates as soon as practicable after receipt.
The Licensee must pay the Licence Fee in accordance with the Payment Terms. Amounts are exclusive of VAT and other applicable indirect taxes, which the Licensee must pay on receipt of a valid tax invoice. The Licensor may charge interest on undisputed overdue amounts at the Late Payment Interest Rate, accruing daily, to the extent permitted by applicable law.
As between the parties, the Licensor and its licensors retain all intellectual-property rights in the Software, Documentation, updates and any related materials. The Licensee receives only the express rights granted under this agreement. The Licensee retains all rights in the Licensee Data.
The Licensee may, but is not required to, give the Licensor feedback, suggestions or comments about the Software or related offerings, and gives that feedback "as is". The Licensor may use all feedback freely without restriction or obligation. The Licensor may collect and analyse data and information about the provision, use and performance of the Software and related offerings based on the Licensee's or Authorised Users' use of the Software (Usage Data), and may use Usage Data to maintain, improve, enhance and promote its products and services without restriction or obligation. The Licensor may disclose Usage Data only if it is aggregated and does not identify the Licensee or Authorised Users.
The Licensee grants the Licensor a non-exclusive right during the Licence Term to host, process, transmit and use the Licensee Data only as reasonably necessary to provide, support and secure the Software and perform this agreement. The Licensor must not disclose the Licensee Data except as permitted by this agreement or required by law.
"Support Services" means [TO BE CONFIRMED — Support Services].
The Licensor must provide the Support Services with reasonable skill and care. Unless expressly included in the Support Services, the Licensor is not required to provide enhancements, new releases, bespoke development, training, data migration or on-site services.
If there is a Target Uptime and Software availability falls below the Target Uptime, the Licensee is eligible to receive an Uptime Credit. If there is a Target Response Time and neither the Licensor nor the Licensor's support representative acknowledges a support request submitted to the Support Channel within the Target Response Time, the Licensee is eligible to receive a Response Time Credit. Service Credits apply only towards future Licence Fees owed by the Licensee to the Licensor. To receive a Service Credit, the Licensee must notify the Licensor within 7 days of the end of the month in which the Licensee believes the Service Credit was earned; otherwise, eligibility expires for that month. Service Credits may not be exchanged for, or converted to, monetary amounts, do not earn interest, and will not accumulate during a Licence Term in an amount greater than 8% of the Licence Fees for that Licence Term. Service Credits expire when this agreement ends.
This Service Levels clause describes the Licensee's exclusive remedy and the Licensor's entire liability for any failure of the Software to meet the Target Uptime and for any inability to meet the Target Response Time.
The Licensor's response time is the total time between when the Licensee submits a support request to the Support Channel and when the Licensor or the Licensor's support representative specifically acknowledges the request. An automated response is not a specific acknowledgement for purposes of this service level commitment.
Availability of the Software is calculated as the total number of Available Minutes minus the number of Downtime Minutes, divided by the total number of Available Minutes, measured in each calendar month. If the Licence Term includes a partial month, the numerator and denominator include only the days that are part of the Licence Term for that month. “Available Minutes” means the total number of minutes in a calendar month, minus Excluded Minutes and Scheduled Downtime. “Downtime Minutes” means the total number of minutes in a calendar month when the Software is not available to the Licensee, as confirmed by the Licensor's internal monitoring systems, minus Excluded Minutes and Scheduled Downtime. “Excluded Minutes” means when the Software is not available because of (a) a Force Majeure Event; (b) general Internet connectivity issues; (c) equipment or software made available by anyone other than the Licensor and that is not within the Licensor's reasonable control; or (d) the Licensee's use of the Software in a manner not authorised by this agreement. “Scheduled Downtime” means [TO BE CONFIRMED — Scheduled Downtime].
"Implementation Services" means [TO BE CONFIRMED — Implementation Services].
The Licensor must provide the Implementation Services with reasonable skill and care. The Licensee must provide timely access to its personnel, systems, information and decisions reasonably needed for those services. Each party must promptly notify the other if it becomes aware of a matter likely to materially affect delivery.
"Acceptance Criteria" means [TO BE CONFIRMED — Acceptance Criteria].
"Acceptance Period" means [TO BE CONFIRMED — Acceptance Period].
The Licensee may test the Software against the Acceptance Criteria during the Acceptance Period after delivery. It must accept the Software if it materially meets the Acceptance Criteria, and must give reasonably detailed written notice of any material non-conformity before the end of the Acceptance Period. The Licensor must use reasonable efforts to correct a notified material non-conformity. The Software is deemed accepted if the Licensee does not give that notice within the Acceptance Period or uses it in production other than for testing.
The Licensor warrants that, for 90 days after delivery, the Software will materially conform to the Documentation when used in the Authorised Environment in accordance with this agreement. The Licensee's exclusive remedy, and the Licensor's entire liability, for breach of that warranty is for the Licensor to repair or replace the non-conforming Software or, if it cannot do so within a reasonable time, refund the Licence Fee paid for the non-conforming Software on termination of the affected licence. The warranty does not apply to a failure caused by unauthorised use, modification, combination with items not supplied by the Licensor, or use outside the Documentation.
Each party represents and warrants to the other that it has the legal power and authority to enter into this agreement and will comply with applicable law in performing its obligations and exercising its rights under this agreement.
Except for the express warranties in this agreement and to the fullest extent permitted by applicable law, the Software, Documentation and services are provided "as is" and the Licensor disclaims all other warranties, whether express, implied or statutory, including warranties of satisfactory quality, fitness for a particular purpose, non-infringement and uninterrupted or error-free operation.
The Licensor must defend the Licensee against a third-party claim that authorised use of the Software infringes that third party's intellectual-property rights, and pay damages finally awarded or agreed in settlement, provided that the Licensee promptly notifies the Licensor, gives the Licensor sole control of the defence and settlement, and gives reasonable assistance. This does not apply to a claim arising from the Licensee Data, unauthorised use or modification, use outside the Documentation, or combination with items not supplied by the Licensor. If such a claim is likely, the Licensor may procure the right to continue use, modify or replace the affected item, or terminate the affected licence and refund the unused prepaid Licence Fee for it.
Each party must protect the other party's Confidential Information using at least reasonable care and must use it only to perform or exercise rights under this agreement. It may disclose Confidential Information to its personnel, professional advisers and contractors who need to know it and are bound by confidentiality obligations no less protective than this clause, or where required by law, court order or regulator, if legally permitted to give prior notice. Confidential Information does not include information that the receiving party can show was lawfully known to it without restriction, becomes public other than through breach, is received lawfully from a third party without restriction, or is independently developed without use of the disclosing party's Confidential Information.
Each party must comply with applicable data-protection law. Where the Licensor processes personal data on the Licensee's behalf, it must process that personal data only on the Licensee's documented instructions, implement appropriate technical and organisational measures, ensure personnel confidentiality, assist the Licensee as reasonably required for compliance, notify the Licensee without undue delay after becoming aware of a personal-data breach, and on termination delete or return the personal data unless retention is required by law. The parties must enter into any further data-processing terms required by applicable law.
Neither party is liable to the other for loss of profit, revenue, business, anticipated savings, goodwill, data, or for indirect or consequential loss, in each case whether arising in contract, tort (including negligence), breach of statutory duty or otherwise. This exclusion does not apply to losses that cannot lawfully be excluded.
Subject to the Liability clause, each party's aggregate liability arising out of or in connection with this agreement is limited to the Liability Cap in any Cap Measurement Period. Nothing in this agreement limits or excludes liability for fraud, fraudulent misrepresentation, death or personal injury caused by negligence, or any liability that cannot lawfully be limited or excluded.
The Licensor may suspend the Licensee's use of the Software to the extent reasonably necessary to prevent an actual or suspected material security risk, material breach of the Use Restrictions clause, or continued use after an undisputed amount is more than 15 days overdue. Where reasonably practicable, the Licensor must give prior notice, limit the suspension to what is necessary, and restore access promptly when the basis for suspension is remedied.
This agreement starts on the agreement date and continues for the Licence Term unless terminated earlier under the Termination clause.
Either party may terminate this agreement by written notice if the other party commits a material breach and fails to remedy it within the Cure Period after receiving written notice specifying the breach and requiring remedy, or if the other party becomes insolvent, enters liquidation or administration, ceases or threatens to cease business, or is unable to pay its debts as they fall due, in each case to the extent permitted by applicable law.
On expiry or termination, the Licence Grant clause ends and the Licensee must stop using the Software and Documentation, delete all copies in its control except archival copies required by law, and on request certify compliance. Each party must return or securely destroy the other party's Confidential Information, subject to lawful retention and routine backups. Expiry or termination does not affect accrued rights, payment obligations, or provisions intended to continue, including the Intellectual Property, Confidentiality, Liability, Consequences of Termination, Governing Law and Dispute Resolution clauses.
Neither party is liable for delay or failure to perform an obligation, other than payment, caused by an event beyond its reasonable control, provided it promptly notifies the other party and uses reasonable efforts to mitigate the effect. If the event continues for more than 60 days, either party may terminate the affected services or this agreement by written notice.
Neither party may assign, transfer or deal with its rights or obligations under this agreement without the other party's prior written consent, not to be unreasonably withheld or delayed. Either party may assign this agreement without consent to an affiliate or as part of a merger, reorganisation or sale of all or substantially all of its business or assets, provided that the assignee is capable of performing the assigning party's obligations.
The parties are independent contractors, not agents, partners or joint venturers. Neither party is authorised to bind the other to any liability or obligation.
A notice under this agreement must be in writing and delivered by hand, reputable courier or email to the Licensor at [TO BE CONFIRMED — Licensor notice details] or to the Licensee at [TO BE CONFIRMED — Licensee notice details], or to replacement details notified in writing. A notice is deemed received when delivered by hand, on recorded delivery by courier, or, for email, when no delivery-failure notice is received, provided that an email sent outside normal business hours at the recipient's location is deemed received at the start of the next business day.
The Licensee must not export, re-export, transfer or allow access to the Software, Documentation or related technology or materials in breach of applicable export-control or sanctions laws or regulations. The Licensee represents and warrants that it is not a resident or national of, organised under the laws of, or 50% or more owned by a person in a country or region subject to comprehensive sanctions applicable to the Software, or designated on an applicable list of prohibited, restricted or sanctioned parties. The Licensor may terminate this agreement immediately without notice or liability where reasonably necessary to comply with applicable export-control or sanctions laws and regulations.
This agreement is the entire agreement between the parties about its subject matter and supersedes prior discussions and agreements about that subject matter. Each party acknowledges that it has not relied on a statement not set out in this agreement, except that nothing limits liability for fraud or fraudulent misrepresentation. A waiver is effective only if in writing and is not a waiver of a later breach. If a provision is invalid or unenforceable, it must be modified to the minimum extent necessary or, if that is not possible, severed, without affecting the remaining provisions. A person who is not a party has no right to enforce this agreement.
This agreement and any non-contractual obligations arising out of or in connection with it are governed by the laws in force in the Abu Dhabi Global Market.
Despite the Governing Law and Dispute Resolution clauses, an actual or threatened breach of the Confidentiality clause or violation of a party's intellectual-property rights may cause irreparable harm for which monetary damages cannot adequately compensate. The non-breaching or non-violated party may seek appropriate equitable relief, including an injunction, in any court of competent jurisdiction without the need to post a bond and without limiting its other rights or remedies.
The courts of the Abu Dhabi Global Market have exclusive jurisdiction to settle any dispute arising out of or in connection with this agreement, including any non-contractual dispute or claim.
The Licensor must identify applicable open-source components and provide the notices, licence information, source code or offer of source code required by their licences. The relevant open-source licence governs that component to the extent it requires different rights or conflicts with restrictions in this agreement. This clause does not expand the licence to proprietary components.
Expiry or non-renewal of support or maintenance alone does not end the fully paid perpetual licence. The licence remains subject to its agreed use restrictions and any express termination right for material breach. Support fees and future updates end or continue only as stated in the support terms. This clause prevails over a general requirement to cease all software use solely because support expires.