The Licensor may or may not be the owner of the software which it is licensing.

If the Licensor owns the software, this template contemplates an option whereby the Licensor may provide an indemnity to the Licensee.

If the Licensee expressly requires such an indemnity and the Licensor believes there is little or no threat of such action, it should not be onerous to give such indemnity. However if there is some uncertainty on the Licensor's part as to the chain of title to all components in the Software and/or Materials, it may be prudent for the Licensor to resist providing this indemnity.

This Agreement contemplates that if the Licensee is permitted to assign the licence, the Licensor's prior written consent is required.

This Agreement contemplates that if the Licensee is permitted to sublicense, the Licensor's prior written consent is required.

If the Licensee is permitted to adapt and/or modify, will the Licensor or the Licensee own the Intellectual Property Rights in that new code?

Note that this template contemplates that where the Licensee is permitted to adapt and/or modify the Software under the Licence, ownership of all such new code will vest in one party.

In other words, the template does not accommodate the situation where the Licensor will own new modified code but the Licensee will own new adapted code

Escrow involves the depositing of source code and any related materials with an independent third party. It is usual for the Licensor to nominate the escrow agent - this is for practical reasons and particularly where the Licensor may be granting more than one licence of the software.

If the parties agree to escrow, this template provides that the parties have agreed to enter a separate Escrow Agreement with the escrow agent.

These should be clearly identified and are likely to include these types of items:

Software manuals, reference sheets, training manuals, training CD Roms.

Where relevant, we recommend that the <©> symbol be inserted followed by the year and name of copyright owner.

The answer to this question is to define the term 'permitted purpose'.

Eg. For use by the Licensee in its advertising business at _____________ premises.

Note that care should be taken when specifying the purpose because use by the Licensee of the software outside the nominated permitted purpose will amount to a breach of this licence.

It is important to include the brand/trade name/trade mark

This is for the purpose of defining the Software being licensed.

Note that the template already contemplates that 'updates' will automatically be provided under the licence. If Upgrades are not included, this document will need further amendments

: If periodic, these payments are usually based upon number of units, users or computers per specified period.

This is applicable when there is a single royalty fee paid on purchase and the Licensee does not have to further report to the Licensor.