Source Code License Agreement Template

SOURCE CODE LICENSE AGREEMENT TEMPLATE FAQ

What is a source code license agreement?

A Source Code License Agreement is a contract where the owner of software source code (the “Licensor”) grants another party (the “Licensee”) limited rights to access and use the source code under defined terms. It sets what the Licensee can do (use, modify, compile, deploy), what is prohibited (redistribution, sublicensing), and who owns improvements.

How is a source code license different from an open-source license?

A source code license agreement is usually a private, negotiated license between specific parties. Open-source licenses (like MIT, Apache, or GPL) are public licenses with standardized terms. This template is for proprietary source code licensing, not an open-source release.

What should be included in a source code license agreement?

Key terms include: licensed code description, scope of license, permitted uses, restrictions, confidentiality, IP ownership, treatment of modifications/derivative works, support and maintenance (optional), fees and payment, warranties/disclaimers, and termination.

Can the license allow modifications and derivatives?

Yes. Many licenses allow internal modifications but restrict redistribution. This template includes options to allow or restrict modifications, and to specify whether improvements are owned by the licensee, licensor, or shared.

How do you protect confidential code?

Include confidentiality obligations, access controls, and limits on who can view the code. This template includes a confidentiality section and a permitted personnel clause.

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