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A reusable agreement for licensing software and related documentation for use in the UAE Mainland, including licence scope, fees, support, intellectual property, data protection, confidentiality, warranties, liability and UAE dispute provisions.
UAE Mainland
Highlighted blanks are the details your parties fill in.
This agreement is dated the date on which it is signed by the last of the parties.
This agreement is made between [TO BE CONFIRMED — Licensor] (the "Licensor") and [TO BE CONFIRMED — Licensee] (the "Licensee").
"Software" means [TO BE CONFIRMED — Software].
"Documentation" means [TO BE CONFIRMED — Documentation].
"Purpose" means [TO BE CONFIRMED — Purpose]
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A reusable agreement for licensing software and related documentation to a business customer under ADGM law.
"Licence Type" means non-exclusive, non-transferable.
"Authorised Users" means [TO BE CONFIRMED — Authorised Users].
"Territory" means the United Arab Emirates.
"Licence Term" means [TO BE CONFIRMED — Licence Term].
"Effective Date" means [TO BE CONFIRMED — Effective Date].
"Licence Fee" means [TO BE CONFIRMED — Licence Fee].
"Payment Period" means 30 days after receipt of a valid invoice.
"Late Payment Interest" means 1% per month.
"Support Services" means [TO BE CONFIRMED — Support Services].
"Support Period" means the Licence Term.
"Implementation Services" means [TO BE CONFIRMED — Implementation Services].
"Acceptance Period" means 10 business days after delivery.
"Warranty Period" means 90 days after delivery.
"Liability Cap" means [TO BE CONFIRMED — Liability Cap].
"Notice Period" means 30 days.
"Governing Law" means the federal laws of the United Arab Emirates as applied in the Emirate of Dubai.
"Courts" means the courts of the Emirate of Dubai (which, for clarity, do not include the courts of the Dubai International Financial Centre or the Abu Dhabi Global Market).
"Personal Data" means [TO BE CONFIRMED — Personal Data].
"Security Measures" means [TO BE CONFIRMED — Security Measures].
Subject to the Licensee paying the Licence Fee and complying with this agreement, the Licensor grants the Licensee a Licence Type licence during the Licence Term to install, access and use the Software and Documentation in the Territory solely for the Purpose, by the Authorised Users.
The Licensee must not, and must not permit any person to, copy the Software except for permitted backup or operational copies; modify, adapt, translate, reverse engineer, decompile or disassemble it except to the extent that applicable law cannot lawfully prohibit that activity; rent, lease, sell, distribute, sublicense, transfer or make it available to a third party; remove proprietary notices; or use it outside the Purpose, Territory or by persons other than Authorised Users.
The Licensee is responsible for the acts and omissions of its Authorised Users as if they were its own and must ensure that they comply with this agreement.
The Licensor must make the Software and Documentation available to the Licensee on or promptly after the Effective Date by the method agreed by the parties.
The Licensor must perform the Implementation Services with reasonable skill and care. The Licensee must provide timely access, information, decisions and cooperation reasonably needed for those services.
The Licensee may test the delivered Software during the Acceptance Period against the agreed written acceptance criteria. It must notify the Licensor in writing of any material non-conformity during that period. The Licensor must use reasonable efforts to correct a notified material non-conformity, after which the Licensee will have a further reasonable testing period. The Software is accepted when it meets the acceptance criteria or when the Licensee uses it in production, whichever occurs first.
The Licensee must pay the Licence Fee in accordance with the Payment Period after receipt of a valid invoice. Amounts are exclusive of VAT and other applicable taxes, which the Licensee must pay against a valid tax invoice, except taxes based on the Licensor's net income.
If an undisputed amount is overdue, the Licensor may charge Late Payment Interest from the due date until payment, subject to applicable law. The Licensee must promptly notify the Licensor of a genuine invoice dispute and pay the undisputed amount when due.
During the Support Period, the Licensor must provide the Support Services. Unless agreed otherwise in writing, Support Services do not include new functionality, onsite services, training, correction of issues caused by unauthorised modifications or use, or support for third-party products.
The Licensor may issue updates, patches and new versions of the Software. It must use reasonable efforts not to materially reduce the core functionality of the Software during the Support Period. Updates supplied under the Support Services form part of the Software and are subject to this agreement.
The Licensor and its licensors retain all intellectual-property and other rights in the Software, Documentation, updates and all copies of them. Except for the express licence in this agreement, no right or interest is transferred to the Licensee.
If the Licensee gives the Licensor suggestions, comments or feedback about the Software, the Licensor may use them without restriction or payment, provided it does not identify the Licensee as the source without consent.
The Software may include third-party or open-source components. Those components are subject to their applicable licence terms, which prevail over this agreement to the extent of a conflict concerning that component. The Licensor must provide applicable notices on request.
Each party must protect the other party's Confidential Information using at least reasonable care and must use it only to perform or exercise rights under this agreement. It may disclose Confidential Information to its personnel, professional advisers and contractors who need to know it and are bound by confidentiality obligations no less protective than this clause, or where disclosure is required by law or a competent authority, where legally permitted after giving prior notice.
Confidential Information does not include information that the receiving party can show was lawfully known to it without confidentiality restriction before disclosure, becomes public other than through its breach, is lawfully received from a third party without confidentiality restriction, or is independently developed without use of the disclosing party's Confidential Information.
Where the Licensor processes Personal Data for the Licensee in providing the Software or Support Services, the Licensee acts as controller and the Licensor acts as processor to the extent applicable law recognises those roles. The Licensor must process Personal Data only on the Licensee's documented instructions, implement the Security Measures, ensure personnel are subject to confidentiality duties, assist the Licensee reasonably with data-subject and security obligations, and notify the Licensee without undue delay after becoming aware of a Personal Data breach affecting Personal Data. The parties must enter into any further data processing terms required by applicable law.
The Licensee warrants that it has a lawful basis and all required notices, consents and authority to provide Personal Data to the Licensor and to instruct its processing under this agreement.
The Licensor must maintain reasonable administrative, technical and organisational safeguards appropriate to the nature of the Personal Data and the risks of processing. The Licensee remains responsible for its user access controls, credentials, configuration and data uploaded through the Software.
The Licensor warrants that, during the Warranty Period, the Software will materially conform to the Documentation when used in accordance with this agreement. The Licensee must notify the Licensor promptly of a breach. The Licensor's sole obligation, and the Licensee's sole remedy, is for the Licensor to use reasonable efforts to correct or provide a workaround for the non-conformity; if it cannot do so within a reasonable time, the Licensee may terminate the affected licence and recover the prepaid Licence Fee attributable to the unused affected period.
Except for the express warranties in this agreement and to the maximum extent permitted by applicable law, neither party gives any implied warranty, including as to merchantability, fitness for a particular purpose, non-infringement, uninterrupted operation or error-free operation. The Licensor does not warrant that the Software will meet requirements not stated in the Documentation or operate with every system or environment.
The Licensor must defend the Licensee against a third-party claim that authorised use of the Software infringes that third party's intellectual-property rights, and pay damages finally awarded or agreed in settlement, provided the Licensee promptly notifies the Licensor, gives reasonable cooperation and allows the Licensor sole control of the defence and settlement. The Licensor may procure continued use, replace or modify the Software so it is non-infringing, or terminate the affected licence and refund the prepaid Licence Fee attributable to the unused affected period. This clause does not apply to claims arising from the Licensee's modification, combination, unauthorised use, or continued use after notice of infringement where the Licensor has offered a non-infringing alternative.
The Licensee must defend the Licensor against a third-party claim arising from the Licensor's use, in accordance with this agreement, of data or materials supplied by the Licensee, and pay damages finally awarded or agreed in settlement, provided the Licensor promptly notifies the Licensee, gives reasonable cooperation and allows the Licensee sole control of the defence and settlement.
To the maximum extent permitted by applicable law, neither party is liable to the other for indirect, consequential, special or punitive loss, or for loss of profit, revenue, business, goodwill, anticipated savings or data, whether arising in contract, tort or otherwise, even if advised of the possibility of that loss.
To the maximum extent permitted by applicable law, each party's aggregate liability arising out of or in connection with this agreement is limited to the Liability Cap. Nothing in this agreement limits liability that cannot lawfully be limited, including liability for fraud, wilful misconduct or death or personal injury to the extent caused by a party's fault.
This agreement starts on the Effective Date and continues for the Licence Term unless terminated earlier under this agreement.
Either party may terminate this agreement by written notice if the other party materially breaches this agreement and fails to cure that breach within the Notice Period after receiving written notice specifying the breach and required cure.
Either party may terminate this agreement by written notice if the other party enters liquidation, becomes insolvent, ceases or threatens to cease business, or is subject to a substantially similar insolvency event, to the extent permitted by applicable law.
On expiry or termination, the Licensee must stop using the Software and Documentation, delete or return all copies under its control, and certify compliance on request. Each party must return or securely destroy the other party's Confidential Information, except for copies retained automatically in backups or as required by law, which remain subject to the Confidentiality clause. Accrued payment obligations and clauses intended to survive continue after expiry or termination.
Neither party is liable for delay or failure to perform caused by an event beyond its reasonable control, except for payment obligations. The affected party must notify the other party and use reasonable efforts to reduce the effect of the event. If the event continues for more than 60 days, either party may terminate the affected services on written notice.
Neither party may assign or transfer this agreement without the other party's prior written consent, not to be unreasonably withheld or delayed, except that either party may assign it to an affiliate or in connection with a merger, reorganisation or sale of substantially all of its relevant business or assets, provided the assignee agrees in writing to be bound by this agreement.
A notice under this agreement must be in writing and delivered by hand, recognised courier or email to the relevant party at: Licensor: [TO BE CONFIRMED — Licensor Notice Address]; Licensee: [TO BE CONFIRMED — Licensee Notice Address]. A party may change its notice details by giving notice under this clause. A notice is received when delivered, or if sent by email, when no delivery-failure message is received, provided that a notice sent outside business hours is deemed received at the start of the next business day.
This agreement is the entire agreement between the parties about its subject matter and replaces prior discussions and arrangements about that subject matter. Any amendment must be in writing and signed by authorised representatives of both parties. If any provision is unenforceable, it must be modified to the minimum extent necessary or severed, and the remaining provisions continue in force. A waiver is effective only if in writing and does not waive any later breach.
This agreement and any non-contractual obligations arising out of or in connection with it are governed by the Governing Law. The Courts have exclusive jurisdiction to settle any dispute arising out of or in connection with this agreement.
The Licensor must identify applicable open-source components and provide the notices, licence information, source code or offer of source code required by their licences. The relevant open-source licence governs that component to the extent it requires different rights or conflicts with restrictions in this agreement. This clause does not expand the licence to proprietary components.
Expiry or non-renewal of support or maintenance alone does not end the fully paid perpetual licence. The licence remains subject to its agreed use restrictions and any express termination right for material breach. Support fees and future updates end or continue only as stated in the support terms. This clause prevails over a general requirement to cease all software use solely because support expires.
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