Perpetual Software License Agreement Sample


A perpetual software license agreement is a contractual agreement between a software vendor and a customer that outlines the terms and conditions for the use and distribution of the software. The agreement typically includes clauses related to licensing fees, warranties, and limitations of liability.

A perpetual software license agreement sample should be carefully crafted to clearly define the terms and conditions for the use of the software. This article will provide a sample of a perpetual software license agreement that can be used as a starting point for software vendors.

Perpetual Software License Agreement Sample:

This Perpetual Software License Agreement (“Agreement”) is made and entered into by and between [Software Vendor] (“Vendor”) and [Customer] (“Customer”) on the effective date of [Date].

1. Definitions:

In this Agreement, the following terms shall have the meanings set forth below:

a. “Software” means the Vendor`s software product, including all related materials and documentation supplied by Vendor.

b. “License” means the right to use the Software under the terms of this Agreement.

c. “Authorized User” means an individual who has been granted a license to use the Software by Customer.

2. Grant of License:

Subject to the terms of this Agreement, Vendor grants to Customer a non-exclusive, non-transferable, perpetual license to use the Software.

3. License Fees:

Customer shall pay Vendor the license fees specified in Exhibit A attached hereto.

4. Intellectual Property Rights:

Customer acknowledges that the Software and all related materials and documentation are the property of Vendor and are protected by applicable intellectual property laws. Customer shall not copy, reproduce, or distribute the Software or any related materials or documentation without the prior written consent of Vendor.

5. Warranties and Limitations of Liability:

a. Vendor warrants that the Software will perform substantially in accordance with the specifications set forth in the documentation accompanying the Software.

b. Customer acknowledges that the Software is provided “as is” and that Vendor makes no other warranties, express or implied, including but not limited to the implied warranties of merchantability and fitness for a particular purpose.

c. In no event shall Vendor be liable for any damages arising from the use of the Software, including but not limited to direct, indirect, incidental, punitive, or consequential damages.

6. Termination:

This Agreement may be terminated by either party upon written notice if the other party breaches any material term or condition of this Agreement.

7. Governing Law:

This Agreement shall be governed by and construed in accordance with the laws of the State of [State], without giving effect to any choice of law or conflict of law provisions.

8. Entire Agreement:

This Agreement constitutes the entire agreement between Vendor and Customer with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written.


A perpetual software license agreement is essential to protect the rights and interests of both the software vendor and the customer. While the above sample agreement provides a basic framework for such an agreement, it should be customized to suit the specific needs of the parties involved. It is always recommended that software vendors seek legal advice and review their agreements with an experienced copy editor who is knowledgeable in SEO.

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