Sample EULA1 Please read this EULA carefully, as it sets out the terms and conditions upon which

we license our Software for use. [By breaking the seal on the packaging of the Software, you agree to be bound by the terms and conditions of this EULA. [You further agree that [your employees / any person you authorise to use the Software] will also be bound by the terms and conditions of this EULA.] If you do not agree to this EULA, you must [within [period] / promptly] return the software (in the sealed packaging) to your supplier. Upon returning the Software and providing proof of purchase, you will be entitled to a refund.]2 OR [By clicking accept agreement when you first install the Software, you agree to be bound by the terms and conditions of this EULA. [You further agree that [your employees / any person you authorise to use the Software] will also be bound by the terms and conditions of this EULA.] [If you do not agree to this EULA, you must [click reject agreement during the installation process and] [within [period] / promptly] return the Software (on the media upon which the Software was provided) to your supplier. Upon returning the Software and providing proof of purchase, you will be entitled to a refund.]]3 OR [Before you download the Software from our website, we will ask you to give your express agreement to the terms and conditions of this EULA. [You further agree that [your employees / any person you authorise to use the Software] will also be bound by the terms and conditions of this EULA.]]4 If you do not agree to this EULA, you must not use the software for any purpose whatsoever.
1 This EULA (end user licence agreement) template can be used to create shrink-wrap, click-wrap and webwrap licences between a licensor and its customers, who may be businesses and/or consumers. It has been drafted to protect the interests of the licensor, rather than the licensee. The EULA is intended to form a contract between the licensor and licensee. Note that the courts in some jurisdictions have found some EULAs to be unenforceable. Optional provisions containing a right to return software are included. These are particularly relevant in the case of shrink-wrap and click-wrap licences. Of course, in addition to considering the inclusion of a right to return software, vendors should where practicable apply technological protection measures to software, so that it is not possible for a buyer to install the software without accepting a click-wrap version of the EULA. In addition, optional provisions concerning software updates and (straightforward) remote support services are included. 2 This wording may be used for shrink-wrap licences that is, licences that are visible through product packaging and are formally accepted when a user unseals software packaging. There is a right to return software, because a customer may not have a chance to review the EULA before purchasing the software. The sentence concerning authorised users and employees should be amended to be consistent with Clause 4. This wording may be used for click-wrap licences that is, licences that are formally accepted as part of the software installation process. There is an optional right to return the software, that should be included where customers will or may not have a chance to review the EULA before purchasing the software. The sentence concerning authorised users and employees should be amended to be consistent with Clause 4. This wording may be used for web-wrap licences that is, licences that are formally accepted on a website, before the software is downloaded. Accordingly, there is no right to return the software. The sentence concerning authorised users and employees should be amended to be consistent with Clause 4.

1. 1.1

Definitions and interpretation In this EULA: Computer means [a desktop, notebook, netbook or similar computer owned by and in the control of the Licensee];5 [Documentation means the documentation concerning the Software supplied by the Licensor or by the Software supplier to the Licensee with the Software;]6 Effective Date means [the date when the Licensee agrees to the terms and conditions of this EULA, as detailed in the preamble to this EULA]; EULA means this end user licence agreement (including the preamble), and any amendments to it from time to time; Force Majeure Event means an event, or a series of related events, that is outside the reasonable control of the party affected (including [failures of or problems with the internet or a part of the internet,] power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars); Intellectual Property Rights means all intellectual property rights wherever in the world, whether registered or unregistered, including any application or right of application for such rights (and the intellectual property rights referred to above include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs); Licensee means the licensee of the Software under this EULA; Licensor means [company name], a [limited company / public limited company] incorporated in [England and Wales] (registration number [number]) having its registered office at [address]];7 Software means [insert details of the software to be licensed under this EULA] [including following the application of any Upgrade]; and [Upgrade an upgrade, update, enhancement, improvement or patch to the Software supplied by the Licensor.]

1.2

In this EULA, a reference to a statute or statutory provision includes a reference to:

5 6 7

This definition is used in the licence in Clause 3 and should be amended in conjunction with that Clause. If there is no documentation, delete this definition and the other the references to Documentation throughout the EULA. Where a party to the contract is a sole trader or partnership rather than a company, the following party definitions may be used: sole trader: [individual name] trading as [business name], which has its principal place of business at [address]; partnership: [partnership name], a partnership established under [English] law having its principal place of business at [address];

(a) (b) 1.3 1.4 2.

that statute or statutory provision as modified, consolidated and/or reenacted from time to time; and any subordinate legislation made under that statute or statutory provision.

The Clause headings do not affect the interpretation of this EULA. The ejusdem generis rule is not intended to be used in the interpretation of this EULA.8 Term of EULA [This EULA will come into force on the Effective Date and will continue in force [indefinitely, unless and until terminated in accordance with Clause [9].] OR [This EULA will come into force on the Effective Date and will continue until [insert date or trigger], upon which it will terminate automatically, unless terminated earlier in accordance with Clause [9].]

3. 3.1

Licence The Licensee may only use the Software [and Documentation] for the Licensee's [business / internal business / own private and non-commercial] purposes and in accordance with the provisions of this Clause [3]. Subject to [the payment by the Licensee of the relevant charges and fees in respect of the Software licence, and] the Licensee's compliance with Clause [3.4] and the other provisions of this EULA, the Licensor grants to the Licensee a nonexclusive non-transferable licence to: [(a) (b) (c) [(d) download [1 instance of] the Software [and Documentation];] install [1 instance of] the Software [and Documentation]; use [1 instance of] the Software [in accordance with the Documentation]; and use [1 instance of] the Documentation,]

3.2

on [1 Computer] [anywhere in the world / in the UK]. ... This document contains the first few sections of a premium SEQ Legal template available for download from:

Where the ejusdem generis rule applies, then a general provision may be restricted by the listing of particular examples. This is usually undesirable.