What is a Software Licence Agreement, and Why Do You Need One?
A software licence is the permission granted by a licensor to a licensee to use software for a defined purpose and period, typically documented in a contract such as a software licence agreement and/or end-user licence agreement (EULA).
Software licence agreements are critical commercial contracts governing how software is used, distributed, and maintained.
A well-drafted agreement ensures both parties clearly understand their rights, obligations, and the permitted scope of use.
This clarity is essential to protect intellectual property rights, reduce the risk of disputes, and establish clear commercial terms for fees, support, updates, and liability.
It also ensures that expectations around performance, security, and ongoing services are properly managed in accordance with applicable law.
Our software licensing solicitors advise on drafting, reviewing, and negotiating software licence agreements, EULAs, and related contractual documentation.
Types of Software Licences
Software licences vary widely and commonly include:
- Traditional on-premise licences
- Software as a Service (SaaS) subscription models
- Open-source licensing arrangements.
Each model raises distinct legal and commercial considerations.
We advise on selecting the most appropriate licensing structure for your business, including perpetual and subscription-based models, and ensure your agreements are clear, commercially workable, and aligned with your strategic objectives.
Our Software Licensing Service
We advise on the structure and negotiation of software licensing arrangements, including key contractual provisions such as permitted use, fees, payment terms, service levels, and liability caps.
Our advice is tailored to your product, market, and customer base.
Our software licensing solicitors support:
- Businesses investing in or procuring software
- Developers launching new products
- Software providers updating or scaling existing licensing models, including SaaS and EULA frameworks.
Our IT and technology lawyers regularly advise on:
- Software contract terms and conditions
- Copyright and intellectual property protection
- Commercial risk allocation in licensing arrangements
We work closely with our dispute resolution team, where required, to manage and resolve licensing disputes effectively.
Our services include drafting and negotiating:
- Software licence agreements and EULAs
- SaaS agreements
- Support and maintenance agreements;
- Service level agreements (SLAs)
- Escrow arrangements
We also advise on international and cross-border software licensing arrangements on a case-by-case basis, including for regulated businesses and group structures.
Our Software Licence Experience
Recent examples of our work include drafting and negotiating:
- On-premise software licences with public sector clients and PLCs
- International platform licence, maintenance, and service level agreements
- Insurance aggregator agreements
- Software licence and service agreements for mobile and tablet applications
- Software licensing arrangements incorporating NHS standard terms and conditions.
Key concerns for licensees
Licensees should ensure that software licensing arrangements provide sufficient protection and operational certainty.
Key considerations include ensuring there is an appropriate warranty period to verify functionality and that robust service levels are agreed, with meaningful remedies such as service credits or termination rights if those levels are not met.
Where software is business-critical, it is important to ensure continued access to both the software and associated data, including appropriate disaster recovery and escrow arrangements.
Contracts should also include clear provisions for exit and transition support on termination or expiry.
In addition, licensees should ensure that data protection obligations are properly addressed where the supplier processes data, and that support and hosting obligations are clearly defined.
Careful review of the EULA terms regarding fees, renewals, permitted use, and data access is essential to avoid disruption.
Key concerns for licensors
Licensors should ensure their software licensing arrangements protect their intellectual property and clearly define how their software can be used.
Key contractual considerations include clearly defining permitted use, user limits, and the nature of the licence, as well as ensuring that fees, payment terms, and any subscription model are transparent and enforceable.
The scope of support and hosting obligations should be carefully controlled, and liability should be appropriately limited.
Licensors should also ensure that any third-party or open-source licensing terms are properly incorporated and that agreements comply with applicable consumer and commercial law where software is provided to end users.
Software Licensing FAQs
What is a software license?
A software licence is a legally binding contract between the software owner (licensor) and the user (licensee), setting out the terms under which the software can be used. It defines the scope of use, duration, user limits, and any restrictions, as well as addressing intellectual property rights, modification, and distribution.
What is Escrow?
Software escrow is an arrangement whereby a third-party agent holds source code and key materials. If the supplier is unable to support the software, the customer may gain access to maintain continuity, subject to the agreement terms.
What is a support and maintenance agreement?
A software support and maintenance agreement is a formal contract established between a software provider and a customer, which sets forth the terms and conditions governing the provision of continuous support and maintenance services for a software product.
This agreement ensures clarity and defines the obligations and responsibilities of both parties regarding the ongoing support and maintenance of the software.
This agreement typically covers bug fixes, updates, technical support, and maintenance to ensure the software continues functioning as intended.
It can also include provisions for service level agreements (SLAs), response times, and issue resolution procedures.
What is a service level agreement?
A service level agreement (SLA) for software is a contract between the software provider and the customer that defines the level of service that the provider will deliver for the software.
The SLA sets out the agreed-upon performance standards for the software, such as availability, response time, and issue resolution time.
It also outlines the remedies that will be provided if the provider fails to meet the agreed-upon standards.
An SLA can help ensure that both parties have a clear understanding of the expectations and responsibilities related to the use of the software.
What is a termination and exit plan?
Termination and exit plans for software typically outline the procedures and obligations for both the licensor and licensee when the software license agreement ends.
A termination and exit plan include information regarding the return or destruction of licensed software and confidential information, as well as provisions for continued support and maintenance, data migration and transfer, and other relevant matters.
These plans are important to ensure a smooth transition and minimise the risk of disputes or legal issues arising from the termination of the agreement.
What is OSS?
OSS stands for Open Source Software. OSS refers to software which has publicly available source code.
The code can (depending on the OSS licence terms) be accessed, modified, and distributed by anyone.
The risk of using OSS lies in the potential for licensing issues and intellectual property disputes, as OSS may have specific terms and conditions for use and distribution that must be followed and can, in some instances, mean that the software developed must also be treated and licenced as open-source.
Why Work With Our IT/Technology Team
- Myerson Solicitors' IT lawyers can provide businesses with extensive legal advice and support on a wide range of IT-related matters.
- Members of the Society for Computers & Law
- Active participants in the UK technology ecosystem
- Working with Myerson Solicitors means you'll have access to legal experts who can support and help your business stay ahead of the curve in today's ever-evolving digital landscape.
- An alternative to the major, regional, and national firms by offering high-quality Technology law advice from specialist solicitors, but on a much more cost-effective basis.
- By working closely with our IT clients, we can ensure we meet their expectations for business operations and provide clear, specialist expertise. We are easy to deal with and understand that a common-sense approach is often required.
- Extensive experience in dealing with a broad range of IT disputes, such as data protection and software development issues, giving businesses fast and helpful advice based on knowledge of their business, its history, and pressures.
- A partner-led service and a genuinely accessible team of experienced IT law solicitors due to our size, structure, and unique culture.
- Our Technology Solicitors are happy to discuss your situation in a free, no-obligation telephone consultation. We are committed to transparent pricing and will always discuss costs with you at the outset. Fixed fees and retainers may be available where appropriate.
We are trusted by founders, investors and in-house counsel who require commercially astute advice delivered with accessibility and strategic insight.
Software Licensing Case Studies
Legal Support for SeeChange’s VAR and Integration Agreements
Client Intro
SeeChange is a world leader in real-time AI-powered recognition services.
SeeChange was originally a subsidiary of Arm but is now an independent entity in its own right.
Case Overview
SeeChange approached Myerson with the objective of securing expert legal support and assistance.
We supported SeeChange with the preparation of its software integration and VAR agreement for use with its international clients wishing to integrate SeeChange Software with their products, devices and services.
Further to this, SeeChange partnered with Diebold Nixdorf to deliver AI-powered self-checkout solutions as part of Diebold Nixdorf’s retail operations.
We supported SeeChange in their contract negotiations for the deployment and integration of its SeeWare® with Diebold Nixdorf’s Vynamic® Smart Vison to create smart checkouts.
Fee Earner Comment
Partner and Head of the Tech Team at Myerson, said:
Jason and Mark approached us to support their business with the preparation of terms and conditions for engaging value-added resellers and users accessing SeeChange software, services and technology, and we have worked closely with them to develop an understanding of how their solution functions and the underlying contractual relationships. The technology and partnership with Diebold Nixdorf raised many interesting points for consideration from the legal perspective but also from a personal perspective as a user of self-checkouts and how the user experience will be improved. It’s been a pleasure working with Jason and Mark.
Client Testimonial
Jason Souloglou, CEO, said:
We had a first-rate experience working with Carla on this. Selling real-time AI products and services through a large international partner such as Diebold Nixdorf is complex and detailed from a contractual perspective. Carla’s legal expertise, as well as a perfect balance of attention to detail and practicality, along with lots of patience, was key to getting this over the line.
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Paul Hinchliffe - Managing Director, Bott & Co Solicitors
I would like to thank the team for their expertise, guidance and support throughout our transition to employee ownership. The move required careful planning across a range of legal, tax and governance matters. Simon Nolan and the wider Myerson team worked closely with us throughout the process, providing clear advice, practical solutions and reassurance. Their experience and collaborative approach helped us successfully navigate a complex transaction. We are extremely grateful.
Mr Preston
Chris Moss's advice and support was exceptional. I would highly recommend.
Mr. Maitland, VendiTech
Myerson has been exceptional to work with, combining a high level of professionalism with a pragmatic, commercially minded approach. Communication is always clear, timely, and responsive, which gives us real confidence when navigating complex decisions. Chris, Charlotte and Richard provided invaluable support across multiple areas of our business. Their guidance has been instrumental to our continued success and has played a key role in giving us strong confidence around compliance as we scale and evolve.
Gary Johnson, CDL
The strength that Myerson brings to CDL and its group companies is an intimate understanding of our products and services and how they are utilised in the various sectors of our evolving marketplace. CDL and Myerson have worked together for over 10 years and in that time CDL have been fortunate to attract, court and secure many new contracts including large banking and global organisations.
Tim Webb, RTA Claim Solutions
Myerson have been hugely professional and supportive in providing expert legal advice to the business. For us, their quality of service and expert knowledge of commercial business was equally as important as their undoubted legal capabilities. We hope to be able to continue to work with them over the long term.
Tony Sampson , J2 Retail Ltd
Unphased by the ‘big names’ and frequently head to head with much larger firms, they have always worked effectively on our behalf as both a business and as shareholders, and have represented us extremely well in many complex and difficult situations. Myerson partners and lawyers have an excellent grasp of the commercial realities of our business – something that is equally as important as their undoubted capabilities as lawyers.
David Hibbert, Stax Trade Centres PLC
We were introduced to Myerson back in 1986 with a view to them advising us on our MBO. Myerson have always been there with clear, easily presented counsel as to how to deal with every aspect of business life. We respect their honesty and integrity and have no qualms in recommending them to any up and coming entrepreneurs.
Mr. Roberts, Communications Plus Ltd.
Chris Moss, Melisa Chaplow and Charlotte Peers have been exceptional. Thank you.
Mike Forsyth - Founder and Chairman, Safer Sphere
Myerson Solicitors acted for us in a complicated Management Buy-Out transaction. Akeel, Palma, Simon, Andrew, and the team supported completion in a tight time frame with the utmost professionalism and diligence. They coordinated and cooperated seamlessly with the wider advisors and stakeholders, ensuring full protection and compliance with the transaction. We have worked with Myerson on a number of legal aspects for over 5 years, and would highly recommend their services.
Colin
Supported my business from the outset. Always there when needed. Superb integrity and pricing. Always gets the job done effectively with open dialogue and communication at every point. Yes I highly recommend.
Chambers UK Guide 2026
The Corporate team at Myerson is the perfect size for a balance between expertise and personal service.
Chambers UK Guide 2026
Myerson's Corporate team is attentive, available and technically knowledgeable.
Chambers UK Guide 2026
Myerson's Corporate Team were good to deal with and we worked well together.
Legal 500, 2024
Responsive, always willing to provide some direction, guidance and support, even at short notice, and, due to the familiarity of the business across the team, there are multiple contact points which means there is always somebody to speak to who understands our company and objectives.
Legal 500, 2024
The whole team is responsive and highly approachable, taking time to understand the business and framing legal matters in a manner understandable to the audience – working with a range of people across our business.
Legal 500, 2024
They have always looked at the whole picture and taken time to understand my business, so advice is tailored. No time-wasting and treated like I am their only client.
Legal 500, 2024
Well resourced and able team that expertly and adequately handle whatever we throw at them as our retained commercial lawyers.
Legal 500, 2024
Smaller boutique corporate team who are very responsive, professional and add value to corporate transactions.
Meet Our Technology Solicitors
Home-grown or recruited from national, regional or City firms. Our Technology lawyers are experts in their fields and respected by their peers.
Contact Our Experts
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