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Software Evaluation License Agreement for the United States

Software Evaluation License Agreement Template for United States

A Software Evaluation License Agreement is a legal document governed by U.S. law that establishes the terms and conditions under which one party (the licensor) allows another party (the licensee) to evaluate and test software for a specified period. This agreement typically includes provisions for protecting intellectual property rights, limiting liability, maintaining confidentiality, and specifying the scope and duration of the evaluation period. It incorporates relevant U.S. federal and state laws regarding software licensing, intellectual property protection, and trade secrets.

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Software Evaluation License Agreement

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What is a Software Evaluation License Agreement?

The Software Evaluation License Agreement is essential when organizations need to assess software solutions before making a purchase commitment. This U.S.-governed document protects both the software provider's intellectual property rights and the evaluator's interests during the trial period. It defines the scope of permitted use, evaluation duration, confidentiality obligations, and any technical support provisions. The agreement is particularly relevant in today's technology-driven business environment where companies need to thoroughly evaluate software solutions before implementation.

What sections should be included in a Software Evaluation License Agreement?

1. Parties: Identification of licensor and licensee with full legal names and addresses

2. Background: Context of the agreement and purpose of the software evaluation

3. Definitions: Key terms used throughout the agreement including Software, Evaluation Period, Confidential Information

4. License Grant: Scope and limitations of the evaluation license

5. Term and Termination: Duration of evaluation period and termination conditions

6. Confidentiality: Protection of proprietary information and trade secrets

7. Intellectual Property Rights: Ownership and protection of IP rights

8. Warranties and Disclaimers: Limited warranties and disclaimers for evaluation software

What sections are optional to include in a Software Evaluation License Agreement?

1. Support Services: Terms for technical support during evaluation - include when technical support is provided during evaluation

2. Export Controls: Compliance with export regulations - include when software may be subject to export restrictions

3. Data Protection: Handling of personal data and privacy requirements - include when software processes personal data

4. Feedback Rights: Rights regarding feedback provided during evaluation - include when licensee feedback is expected or required

What schedules should be included in a Software Evaluation License Agreement?

1. Schedule 1 - Software Description: Detailed description of software being evaluated

2. Schedule 2 - Technical Requirements: System requirements and technical specifications

3. Schedule 3 - Evaluation Metrics: Specific criteria for evaluation if applicable

4. Schedule 4 - Support Schedule: Details of support services if provided

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

United States

Publisher

Ƶ

Document Type

License Agreement

Cost

Free to use
Clauses


























Industries

Copyright Act: 17 U.S.C. ������ 101 et seq. - Federal law governing copyright protection, essential for software licensing and protection of intellectual property rights

Digital Millennium Copyright Act: Federal law addressing copyright issues in digital media, including anti-circumvention provisions and ISP safe harbors

Computer Fraud and Abuse Act: Federal law dealing with computer security and unauthorized access, relevant for protecting evaluation software from misuse

Federal Trade Secrets Act: Federal legislation protecting trade secrets, crucial for safeguarding proprietary software components

Electronic Communications Privacy Act: Federal law governing electronic communications privacy, relevant if the software involves data transmission

Uniform Trade Secrets Act: State-level protection of trade secrets, adopted by most states with varying provisions

State Contract Laws: Various state-specific contract laws that may affect the enforceability and interpretation of the license agreement

State Data Privacy Laws: State-specific privacy regulations (e.g., CCPA in California) affecting data collection and processing

Uniform Commercial Code: Standard commercial laws adopted by states, relevant for software licensing and commercial transactions

Export Control Regulations: Federal regulations controlling the export of technology and software to foreign countries

Data Privacy Regulations: General data protection and privacy regulations affecting software usage and data handling

Consumer Protection Laws: Federal and state laws protecting consumer rights in commercial transactions

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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