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A reusable agreement for licensing business software and related documentation, governed by DIFC law.
Dubai International Financial Centre (DIFC)
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 — Permitted purpose]
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"Authorised Users" means [TO BE CONFIRMED — Authorised Users].
"Territory" means [TO BE CONFIRMED — Territory].
"Licence Scope" means non-exclusive, non-transferable and non-sublicensable.
"Commencement Date" means [TO BE CONFIRMED — Commencement Date].
"Licence Term" means [TO BE CONFIRMED — Licence Term].
"Licence Fee" means [TO BE CONFIRMED — Licence Fee].
"Payment Period" means 30 days after receipt of a valid invoice.
"Support Services" means [TO BE CONFIRMED — Support Services].
"Service Levels" means [TO BE CONFIRMED — Service Levels].
"Implementation Services" means [TO BE CONFIRMED — Implementation Services].
"Acceptance Criteria" means [TO BE CONFIRMED — Acceptance Criteria].
"Cure Period" means 30 days.
"Liability Cap" means [TO BE CONFIRMED — Liability Cap].
"Termination Assistance Period" means 30 days after termination or expiry.
Subject to the Licensee complying with this agreement, the Licensor grants the Licensee a Licence Scope licence during the Licence Term to permit the Authorised Users to use the Software and Documentation in the Territory solely for the Purpose.
Except to the extent permitted by mandatory law, the Licensee must not, and must not permit any person to, copy the Software except for permitted backup copies, modify or create derivative works from it, reverse engineer, decompile or disassemble it, remove proprietary notices, make it available to an unauthorised person, or use it other than as permitted by the Licence Grant clause.
The Licensee must not export, re-export, transfer or allow the use of 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 person or entity subject to applicable sanctions restrictions. The Licensor may terminate this agreement immediately without notice or liability where it reasonably determines that termination is necessary to comply with applicable export-control or sanctions laws or regulations.
The Licensee must ensure that the Authorised Users use the Software and Documentation in accordance with this agreement. The Licensee is responsible for their acts and omissions as if they were its own.
The Licensor must provide the Software and Documentation, and any access credentials needed for the permitted use, on or promptly after the Commencement Date.
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 its customers who have purchased the same Software and Support Services. The Licensee must install all updates as soon as reasonably practicable after receipt.
The Licensor must perform the Implementation Services with reasonable skill and care. The Licensee must provide timely access, information, decisions, systems, personnel and cooperation reasonably needed to perform them.
The Licensee must test each deliverable promptly against the Acceptance Criteria and notify the Licensor of any material non-conformity. The Licensor must remedy a notified material non-conformity within a reasonable time. A deliverable is accepted when it meets the Acceptance Criteria or, if earlier, when the Licensee uses it in production other than for agreed testing.
The Licensee must pay the Licence Fee in accordance with the Payment Period after receipt of a valid invoice. Amounts are exclusive of taxes properly chargeable by the Licensor, except taxes based on the Licensor's net income. The Licensee may withhold a genuinely disputed amount if it promptly gives reasons, but must pay all undisputed amounts when due.
If an undisputed amount remains unpaid after the Payment Period, the Licensor may charge interest at 1% per month or the maximum rate permitted by law, if lower, from the due date until payment, and may recover reasonable collection costs.
The Licensor must provide the Support Services during the Licence Term. The Licensee must report issues through the Licensor's designated support channel and give reasonable information and cooperation to enable diagnosis.
The parties agree to calculate the Licensor's response time as 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 agreement.
The Licensor must use reasonable efforts to meet the Service Levels. Unless expressly stated otherwise, service credits are the Licensee's sole financial remedy for a failure to meet the Service Levels.
"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 authorized by this agreement.
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 acknowledge 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 only apply 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 Service Credit eligibility will expire for that month.
Service Credits may not be exchanged for, or converted to, monetary amounts. Service Credits do not earn interest. Service Credits will not accumulate within a single Licence Term in an amount more than 8% of Licence Fees for that Licence Term. Service Credits expire when this agreement ends.
The parties agree to calculate availability of the Software as the total number of Available Minutes minus the number of Downtime Minutes, divided by the total number of Available Minutes, measured in a calendar month. If the Licence Term includes a partial month, the numerator and denominator will only include the days that are part of the Licence Term for that month.
The Licensor may update the Software, provided that it does not materially reduce the Software's core functionality, security or performance during the Licence Term. A change to scope, fees, implementation, or any other agreed obligation must be recorded in writing by authorised representatives of both parties.
As between the parties, the Licensor and its licensors retain all intellectual-property rights in the Software, Documentation, updates, and related materials. The Licensee retains all rights in its data and materials. Except for the express licence granted under this agreement, neither party grants the other any right or interest.
The Licensee may provide feedback about the Software. The Licensor may use that feedback without restriction or payment, but must not identify the Licensee as its source without consent.
The Licensor may collect and analyse data and information about the provision, use and performance of the Software, Documentation and related offerings based on the Licensee's or Authorised Users' use of them (Usage Data). The Licensor may use Usage Data to maintain, improve, enhance and promote its products and services without restriction or obligation, but may disclose Usage Data to others only if it is aggregated and does not identify the Licensee or Authorised Users.
The Licensor may use and process Usage Data to develop, train or enhance artificial intelligence or machine-learning models that are part of its products and services, including third-party components, provided that the Usage Data is aggregated before that use and the Licensor uses commercially reasonable efforts consistent with industry-standard technology to de-identify it. Nothing in this clause reduces the Licensor's obligations regarding personal data under applicable data-protection law. The Licensee acknowledges that information generated by artificial intelligence or machine-learning features may be incorrect or inaccurate and that such features are not a substitute for human oversight.
Each party must protect the other party's Confidential Information using at least reasonable care, use it only to perform or receive this agreement, and disclose it only to personnel, professional advisers, affiliates and subcontractors who need to know it and are bound by equivalent confidentiality obligations. "Confidential Information" means information disclosed by or for a party that is confidential by its nature or marked confidential, excluding information the receiving party can show is public other than through breach, already lawfully known, independently developed, or lawfully received without restriction. A party may disclose Confidential Information where required by law, after giving advance notice where legally permitted.
Each party must comply with applicable data-protection law. Where the Licensor processes personal data for the Licensee in providing the Software or Support Services, the Licensee acts as controller and the Licensor as processor unless applicable law requires otherwise. The parties must enter into and comply with appropriate data-processing terms addressing documented instructions, confidentiality, security, subprocessors, data-subject rights, incident assistance, international transfers, deletion or return, and audit information.
The Licensor must maintain appropriate technical and organisational measures to protect the Licensee's data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure or access, taking account of the nature of the data, risks, and generally accepted industry practice. The Licensor must notify the Licensee without undue delay after becoming aware of a confirmed security incident affecting the Licensee's data.
The Licensor warrants that, during the Licence Term, the Software will materially conform to the Documentation when used in accordance with this agreement. The Licensee's remedy for breach is for the Licensor to use reasonable efforts to correct the non-conformity or provide a reasonable workaround; if it cannot do so within a reasonable time, the Licensee may terminate the affected licence and recover prepaid fees for the unused period.
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 it.
Except for the express warranties in this agreement and to the maximum extent permitted by law, the Software and Documentation are provided without other warranties, conditions or representations, whether express, implied or statutory, including merchantability, fitness for a particular purpose, and non-infringement. The Licensor does not warrant that the Software will be uninterrupted or error-free.
If the Licensor gives the Licensee access to a beta, early-release or prerelease feature or version of the Software that is not generally available, that beta Software is provided "AS IS" and the Warranties clause does not apply to it. The Licensee acknowledges that beta Software is experimental and may be modified or removed at the Licensor's discretion with or without notice.
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 reasonable cooperation, and allows the Licensor sole control of the defence and settlement. The Licensor may procure continued use, modify or replace the Software, or terminate the affected licence and refund prepaid fees for the unused period. This does not apply to claims caused by the Licensee's data, modifications not made by the Licensor, combination with items not supplied by the Licensor, or use contrary to this agreement.
Neither party is liable to the other for indirect or consequential loss, or for loss of profit, revenue, business, goodwill, anticipated savings, or data, whether arising in contract, tort or otherwise. Subject to the preceding sentence, each party's total aggregate liability arising out of or in connection with this agreement is limited to the Liability Cap. These limits do not apply to liability that cannot lawfully be excluded or limited, or to either party's fraud, wilful misconduct, death or personal injury caused by negligence, breach of confidentiality, or infringement or misuse of the other party's intellectual-property rights.
This agreement starts on the Commencement Date and continues for the Licence Term unless terminated earlier under this agreement.
Either party may terminate this agreement by written notice if the other party materially breaches this agreement and does not remedy the breach within the Cure Period after receiving a written notice describing it, 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 law.
Neither party is liable for delay or failure to perform an obligation under this agreement to the extent caused by an unforeseen event outside its reasonable control, where it took reasonable measures to avoid or mitigate the effects of that event. Either party may terminate the affected services by notice if such an event prevents the Software from materially operating for 30 or more consecutive days. The Licensor must refund prepaid Licence Fees for the unused period, but the event does not excuse the Licensee's obligation to pay fees accrued before termination.
On expiry or termination, the Licence Grant clause ends, the Licensee must stop using the Software and Documentation and return or securely destroy the Licensor's Confidential Information on request, and each party must pay amounts accrued before expiry or termination. Expiry or termination does not affect accrued rights or provisions intended to continue, including the Intellectual Property, Confidentiality, Liability, Notices, Governing Law and Disputes clauses.
For the Termination Assistance Period, the Licensor must provide reasonable transition assistance requested by the Licensee to facilitate an orderly move from the Software. The Licensee must pay the Licensor's then-current reasonable charges for that assistance unless termination resulted from the Licensor's material breach.
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 address] and [TO BE CONFIRMED — Licensor notice email], or to the Licensee at [TO BE CONFIRMED — Licensee notice address] and [TO BE CONFIRMED — Licensee notice email], as applicable. A notice is received when delivered by hand, on recorded delivery by courier, or, for email, when no delivery failure message is received, provided that an email sent outside normal business hours is treated as received at the start of the next business day at the recipient's location. Either party may change its notice details by notice.
Neither party may assign, transfer or otherwise deal with this agreement without the other party's prior written consent, not to be unreasonably withheld, conditioned or delayed, except that either party may assign it to an affiliate or in connection with a merger, reorganisation or sale of all or substantially all of its relevant business or assets, provided that the assignee can perform its obligations.
The parties are independent contractors and are not agents, partners or joint venturers. Neither party is authorised to bind the other to any liability or obligation.
This agreement is the entire agreement between the parties about its subject matter and replaces prior discussions and agreements about it. Each party acknowledges that it has not relied on a statement not set out in this agreement, but nothing limits liability for fraud. A change to this agreement is effective only if in writing and signed by authorised representatives of both parties.
A person who is not a party to this agreement has no right to enforce any of its terms.
If a provision is invalid or unenforceable, it is modified to the minimum extent necessary to make it valid and enforceable or, if that is not possible, severed; the remaining provisions continue in effect. A delay or failure to exercise a right is not a waiver of that right.
This agreement and any non-contractual obligations arising out of or in connection with it are governed by DIFC law. The DIFC Courts have exclusive jurisdiction to settle any dispute arising out of or in connection with this agreement, including a dispute about its existence, validity or termination.
A breach of the Confidentiality clause or infringement or misuse of a party's intellectual-property rights may cause irreparable harm for which damages may not be an adequate remedy. On an actual or threatened breach or infringement, the non-breaching party may seek appropriate equitable relief, including an injunction, from any court of competent jurisdiction, without limiting its other rights or remedies.
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.