Software licence agreements
Explore how we help businesses with their commercial legal requirements.
Contact our teamIn today’s digital-first economy, software powers virtually every aspect of a business.
Whether you’re a developer, distributor or end-user, it is vital to have a well-drafted software licence agreement in place to ensure the use of software is clearly defined and legally sound. At Moore Barlow, our commercial and technology solicitors have extensive experience in preparing and negotiating software licence agreements tailored to meet the needs and risks of your business.
As a developer and distributor, a comprehensive software licence agreement protects your intellectual property, defines how and where your software can be used, limits liability, and provides clarity on support, maintenance, fees, and termination conditions. As an end user, a comprehensive software licence agreement defines what the software will do, prevents misunderstandings about functionality or performance and can protects the end user’s right to use, modify, or distribute the software as agreed.
Without the right legal framework, businesses face potential disputes, loss of revenue, and even reputational damage. That’s why our team takes a proactive approach to ensure your agreement works seamlessly for you while remaining compliant and enforceable.
What is a software licence agreement?
A software licence agreement is a legal contract between a software owner (licensor) and an end user (licensee) that outlines how the software may be used, distributed, and protected. It includes terms on usage rights, restrictions, intellectual property ownership, liability provisions, duration of the licence, and fees or royalties. These agreements can be standalone or part of a larger commercial contract, such as SaaS agreements, end-user licence agreements (EULA), or reseller contracts.
Software licence agreements vary depending on the licensing model – for instance, perpetual licences, subscription-based, open-source, or enterprise-wide licences. Each model brings its own legal and operational considerations, making it essential to have expert legal support to ensure your agreement reflects your business model and objectives.
How we can help
Our commercial and technology lawyers take the time to understand your software, your audience, and your strategic aims. We assist clients at all stages of the software lifecycle – from development and initial licensing to renewals, disputes and termination. Our services cover a broad range of activities, including:
- Drafting bespoke software licence agreements tailored to your business needs
- Reviewing and negotiating software terms provided by licensors or clients
- Advising on licence types such as SaaS, OEM, open-source or white-label agreements
- Advising on software distribution, reselling or channel partner frameworks
- Providing guidance on IP ownership, access rights, data protection and audit clauses
- Supporting dispute resolution and managing liability or indemnity issues
We also act for software developers and companies procuring software to ensure both parties are equally protected and contracts remain commercially viable and legally enforceable across all platforms and jurisdictions.
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Supporting your business growth
Software is at the heart of most business innovations and ensuring that your software licence agreements are properly structured gives you the freedom to grow, commercialise and scale with confidence. At Moore Barlow, we work closely with businesses to minimise risk, resolve conflicts and unlock commercial opportunities through clear and strategic legal advice.
Whether you’re developing new technologies, licensing your platform to enterprise clients, or procuring software from third-party vendors, our legal team will guide you through every stage of the licensing process. Let us help you stay one step ahead in an evolving digital landscape.
Why choose Moore Barlow?
At Moore Barlow, we pride ourselves on being more than just legal advisers – we are business partners focused on long-term outcomes. Our commercial and technology team has in-depth experience advising software companies, tech start-ups, digital agencies, and corporates on technically complex and high-value agreements.
What sets us apart is our client-first approach. We build relationships on trust, transparency and a genuine understanding of your commercial world. Whether you’re an agile tech start-up or a large enterprise scaling new digital offerings, we deliver clear, pragmatic advice that keeps you compliant and competitive.
As a full-service firm with offices in London, Southampton, Guildford, Woking and the South East, we combine regional presence with national reach. Our specialist technology lawyers work seamlessly with colleagues in intellectual property, corporate, and data protection to provide joined-up advice that aligns with your strategic goals.
Contact us
If you need help drafting, reviewing or negotiating a software licence agreement, our commercial and technology law experts are ready to support you. Contact our team today to discuss your needs and how we can help safeguard your software and licensing strategy.
You can get in touch with us by phone, email or by completing an enquiry form on our website. We aim to respond promptly and provide clear next steps aligned with your business requirements.
We are here to help
Discover how our expert commercial and technology lawyers can help you.
Contact our commercial and technology team
Frequently asked questions
What should be included in a software licence agreement?
A typical software licence agreement should include the scope of the licence (e.g. number of users, territories, duration), usage limitations, intellectual property ownership, payment terms, maintenance and support provisions, data protection obligations, and clauses covering termination, liability, and dispute resolution.
Do I need a solicitor to draft a software licence agreement?
While some software businesses may rely on templates, having a solicitor draft or review your agreement ensures it is robust, customised, and compliant with relevant laws such as the UK GDPR, consumer regulations, and intellectual property rights. Poorly drafted clauses can expose your business to serious legal and financial risk.
How are software agreements different under a SaaS model?
Software-as-a-Service (SaaS) models usually involve a subscription-based arrangement where users access software via the cloud. SaaS agreements often place greater emphasis on uptime commitments (SLAs), support response times, data security, service level requirements and data residency. These contracts require careful commercial and legal consideration.
Can I transfer a software licence to another party?
This depends on the terms of the licence. Many software licence agreements restrict transfer or require the licensor’s consent. Failing to comply can lead to breach of contract or termination. If you’re looking to assign or sublicense software, it’s best to seek legal advice first.
What are the risks of using open-source software?
Open-source software can offer cost-effective solutions, but often comes with licensing conditions that impose obligations on redistribution or modification. Some open-source licences may require you to disclose your source code if incorporated into proprietary systems. Before integrating open-source software into your products, it’s important to understand the licensing implications.
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