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Software Licence Agreements
They usually hold up fine — right up until the moment something goes wrong. A client stops paying. A developer claims the code. A competitor copies your product. By then, the wording that looked harmless costs thousands to repair, and sometimes the damage cannot be repaired at all.
Pacific Law drafts and reviews software licence agreements on a fixed fee, agreed before we start. No hourly billing. No surprise invoices. No guessing whether the template you found online actually protects you.
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What we draft and review
SaaS subscription agreements
Recurring revenue needs tighter drafting than one-off licences. We cover subscription terms, uptime and service level commitments, suspension for non-payment, automatic renewal, price variation, data processing obligations and termination rights on both sides.
EULAs and end-user terms
End-user licence agreements that are actually enforceable against the person clicking “I agree”. We draft permitted use, prohibited use, reverse engineering restrictions, update and modification rights, telemetry and data collection, and separate terms for consumer versus business users.
Software development agreements
Scope, milestones, acceptance testing, change control, staged payment, source code escrow and — critically — ownership of the code transferring only on full payment. Development projects fail on process far more often than on technology.
Reseller and distribution agreements
Territory, exclusivity, minimum volumes, brand and trademark use, margin and pricing, sub-distribution rights, reporting obligations and termination on change of control or sale of the business.
IP assignment and ownership clauses
The clause that decides whether you own your own product. We deal with contractor and employee code, background versus foreground intellectual property, moral rights waivers, open-source and third-party components, and assignments that survive the end of the relationship.
What goes wrong with poorly drafted Software Licence agreements
- Unclear IP ownership. The developer, contractor or agency keeps the copyright — so you end up licensing your own product back from the person you paid to build it.
- No payment escalation. Licence fees fixed forever, with no indexation, no renewal uplift and no interest on late payment. Revenue quietly erodes yearly.
- Inadequate liability caps. Caps set too low to cover realistic losses, or omitted entirely, leaving unlimited exposure for a defect you did not cause.
- Unenforceable restrictions. Non-compete and anti-reverse-engineering clauses drafted so widely that a court simply strikes them out, taking your protection with them.
- No termination rights. No ability to suspend access for non-payment, and no clean exit on insolvency, breach or change of control.
Free template vs Pacific Law bespoke drafting
| Free download template | Pacific Law bespoke drafting | |
|---|---|---|
| Enforceability | Generic wording, often untested and drafted for another jurisdiction | Drafted for your product, your customers and English law |
| Liability caps | Usually absent, arbitrary or wildly unbalanced | Set deliberately against your actual commercial risk |
| Dispute avoidance | Ambiguity becomes argument | Clear allocation of responsibility before problems arise |
| Ownership and IP | Frequently silent on who owns what | Ownership, assignment and licensing expressly addressed |
| Fit with your business model | Written for someone else’s | Matches your pricing, delivery and support model |
| Cost | Nothing today, potentially very expensive later | Fixed fee, known in advance |
Our fixed fees
Every quotation is confirmed in writing before work begins. Fees depend on complexity, the number of parties and turnaround required.
| Tier | What it covers | Typical timeframe | Fee |
|---|---|---|---|
| Review | Full review of your existing agreement, red-flag report, prioritised risk table and suggested amendments | 7-14 days | From £500.00 |
| Bespoke Draft | New agreement drafted from scratch for your product and business model, plus one round of amendments | 2-3 weeks | From £1,250.00 |
| Complex Negotiation | Multi-party or heavily negotiated agreements, reseller and distribution structures, cross-border elements, ongoing negotiation support to signature | Upon enquiry | Upon enquiry |
Frequently asked questions
How much does a software licence agreement cost in the UK? It varies enormously — conventional commercial firms frequently bill this work hourly, so the final figure is unknown until the invoice arrives. Our fees are fixed and quoted in advance, starting from £1,250.00 for depending on whether you need a review, a new agreement or full negotiation support.
Do I need a solicitor for a SaaS agreement? Not necessarily. Much software licensing work — drafting, reviewing and negotiating commercial terms — is not reserved legal activity, so it can be carried out by an unregulated provider such as Pacific Law. You should instruct an SRA-regulated firm where the matter requires court proceedings or other reserved work.
Is a licence agreement legally binding? Yes, provided the essentials are present: offer, acceptance, consideration, certainty of terms and an intention to create legal relations. The difficulty is rarely whether an agreement binds — it is whether the terms are clear enough to be enforced when one party breaks them.
Who owns the code my developer writes? By default, copyright in code written by an independent contractor belongs to the contractor, not to you. Employees are different — their work generally belongs to the employer. Either way, a written assignment is essential, and it should transfer ownership on payment.
What’s the difference between a licence and an IP assignment? A licence grants permission to use the software while ownership stays with the licensor. An assignment transfers ownership outright. Licensing preserves your rights and recurring revenue; assigning gives them away permanently. Getting this wrong is expensive to unwind.
Can you review my existing agreement? Yes. Send us the document and we shall provide a fixed-fee review with a red-flag report identifying the clauses that expose you, ranked by risk, together with suggested amendments you can act on immediately.
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Ready to protect your software properly?
Reach out to us by email or telephone. We’ll understand your product, then give you a written scope of work and a fixed-fee quotation — with no obligation to proceed.