Software Licence and Development Agreement | Canada

Canadian software developers can use this legal contract template to prepare an in-depth Software Licence and Development Agreement for a client.

• The developer agrees to develop a software product for the client and grants the client a non-transferable, non-exclusive perpetual license to use the product in their business.
• The client may sublicense the product to its affiliates at no additional cost. The affiliates must agree in writing to be bound by the terms of the Agreement.
• The developer retains all rights to the product and to all modifications and enhancements. The client owns the rights to the name.
• Any of the developer's employees or contractors who will be performing services at the client's facility must obtain security clearance and will be supervised by the client's personnel.
• The developer will indemnify the client against all liability, claims, costs and damages from infringement claims or from actions or inactions of the developer's employees and contractors.
• The developer will not be liable for any consequential damages. The developer's maximum liability will be limited to the total amount of fees paid by the client.
• Each calendar quarter during the term of the Agreement, the developer will place a complete up-to-date copy of the source code in escrow with a designated escrow agent. The client will have access to the source code in certain circumstances, for instance, if the developer ceases doing business or files for bankruptcy.
• The Agreement is governed by Canadian intellectual property laws and can be used across Canada except in Quebec where a French language version may be required.
• The Software License and Development Agreement template is available as a fully editable Microsoft Word document.