Software evaluation licence agreement

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This template covers the licensing of software by one business to another on a temporary basis for the purposes of evaluation.

Author: Alasdair Taylor
Updated: 29 April 2024
Length: 11 pages
Notes: 13 pages
Format: MS Word (.DOCX)

Before purchasing a licence to use software, businesses will often want to try out the software, to ensure that it functions as expected and is likely to meet the needs of the business. This software evaluation licence agreement can be used to document this kind of arrangement.

The licensing clause is relatively flexible. The rights granted may cover the installation and use of the software, and also the creation and maintenance of back-up copies.  Sub-licensing may be prohibited, or permitted subject to limitations.  The default text includes a prohibition on making any live use of the software.  In addition, use of the software may be restricted to a particular person or group of persons.

An optional clause in the agreement specifies that the licensor has an obligation to deliver a copy of the software to the licensee.

Another optional clause allows that the software supplied may constitute the confidential information of the licensor.

No fees are payable under the agreement, although it does include a nominal consideration clause. In some circumstances, this may be help to ensure that the document takes effect as a contract under English law.


  1. Definitions
  2. Term
  3. Supply of Software
  4. Evaluation licence
  5. No assignment of Intellectual Property Rights
  6. Consideration
  7. Licensee's confidentiality obligations
  8. Warranties
  9. Acknowledgements and warranty limitations
  10. Limitations and exclusions of liability
  11. Termination
  12. Effects of termination
  13. Notices
  14. General
  15. Interpretation


  1. Specification of Software
  2. Timetable
  3. Software licence

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