Software Licensing Agreement with Source Code Protection
Draft a software licensing agreement that protects the developer's intellectual property and defines clear licensee rights.
Establish a legally sound software licensing framework, defining license scope, restrictions, support terms, updates, and anti-piracy protections.
At a glance
Access
Free prompt
Open to copy without upgrading.
Prompt objective
Establish a legally sound software licensing framework, defining license scope, restrictions, support terms, updates, and anti-piracy protections.
Real use case
DevFactory, a software company from Recife that built a veterinary clinic ERP system, needs a licensing agreement for its 85 clients that prevents unauthorized copying and clearly defines what happens to data and access if a client stops paying.
Customize these fields first
Replace the placeholders with your own context before you run the prompt. That usually improves the first output more than adding more instructions later.
Prompt
Draft a software licensing agreement for [DEVELOPER COMPANY NAME], licensor of [SOFTWARE NAME], intended for [CLIENT TYPE] in the [INDUSTRY] sector.\\\\\\\\n\\\\\\\\n**Software Information:**\\\\\\\\n- Type: [DESKTOP / WEB / MOBILE / SaaS]\\\\\\\\n- Billing model: [PERPETUAL LICENSE / MONTHLY / ANNUAL SUBSCRIPTION / PER USER]\\\\\\\\n- Price: [AMOUNT] per [PERIOD/USER]\\\\\\\\n- Source code: [OWNER / CONTAINS OPEN SOURCE COMPONENTS]\\\\\\\\n- Hosting: [DEVELOPER'S CLOUD / ON-PREMISES / HYBRID]\\\\\\\\n- Customizations: [ALLOWED / NOT ALLOWED]\\\\\\\\n\\\\\\\\n**Contract Clauses:**\\\\\\\\n\\\\\\\\n1) **License Grant**:\\\\\\\\n - Type: non-exclusive, non-transferable, revocable\\\\\\\\n - Scope: number of users, included modules, environment\\\\\\\\n - Restrictions: prohibition of sublicensing, decompiling, reverse engineering\\\\\\\\n - Multi-device usage: rules\\\\\\\\n\\\\\\\\n2) **Intellectual Property**:\\\\\\\\n - Software ownership remains with the developer\\\\\\\\n - Source code: not disclosed (protected by copyright — Software Law 9.609/1998)\\\\\\\\n - Source code escrow: optional clause with release conditions\\\\\\\\n - Customizations: ownership and usage limitations\\\\\\\\n - Trademark: rules for licensee's use of software brand\\\\\\\\n\\\\\\\\n3) **Open Source Components** (if applicable):\\\\\\\\n - List of components and their respective licenses (MIT, GPL, Apache)\\\\\\\\n - Resulting obligations (copyleft, attribution)\\\\\\\\n - Compatibility guarantee with commercial use\\\\\\\\n\\\\\\\\n4) **Support and Maintenance**:\\\\\\\\n - SLA by plan: response and resolution times\\\\\\\\n - Support channels: email, chat, phone\\\\\\\\n - Updates: included in price or charged separately\\\\\\\\n - Security patches: mandatory and at no additional cost\\\\\\\\n\\\\\\\\n5) **Licensee Data**:\\\\\\\\n - Data ownership: always belongs to licensee\\\\\\\\n - Portability: format and export deadline\\\\\\\\n - Backup: each party's responsibilities\\\\\\\\n - Data protection law (Brazilian LGPD): licensee as controller, developer as processor\\\\\\\\n - Post-termination handling: [NUMBER] days to download data\\\\\\\\n\\\\\\\\n6) **Warranty and Limitation of Liability**:\\\\\\\\n - Warranty of functionality as documented\\\\\\\\n - Exclusion of fitness for specific purpose warranty\\\\\\\\n - Indemnification cap: last [NUMBER] months of license fees\\\\\\\\n - Exclusion of indirect damages and lost profits\\\\\\\\n\\\\\\\\n7) **Term and Termination**:\\\\\\\\n - Duration: indefinite (subscription) or [NUMBER] years (perpetual)\\\\\\\\n - Suspension for non-payment: after [NUMBER] days\\\\\\\\n - Termination for IP violation: immediate\\\\\\\\n - Effects of termination: cessation of use, return of materials, data export\\\\\\\\n\\\\\\\\n8) **Audit Rights**:\\\\\\\\n - Licensor's right to audit usage (number of users, installations)\\\\\\\\n - Frequency and conduct of audits\\\\\\\\n - Consequences of usage exceeding licensed scope\\\\\\\\n\\\\\\\\nBase this on Software Law (9.609/1998), Copyright Law (9.610/1998), Data Protection Law (13.709/2018), and the Civil Code.
Open directly in an AI — the text is pre-filled:
How to use this prompt
- 1Replace the key placeholders first: DEVELOPER COMPANY NAME, SOFTWARE NAME, CLIENT TYPE, INDUSTRY.
- 2Replace any bracketed placeholders like [this] with your own context.
- 3Add extra background information when you want more tailored results.
- 4Combine multiple prompts in one conversation when you need a richer output.
- 5Save your best-performing prompts so they are easy to reuse later.
Next best step
Open the guide first, then branch only if you still need more.
A guide for choosing prompts, tools, courses, and workflows without creating expensive tool sprawl.
If this prompt is close but not quite right, generate variants next. If the job is recurring, move into the course library after the guide.
Related prompts
View allComplete INPI Trademark Registration Roadmap
Step-by-step guide for trademark registration with Brazil's National Institute of Industrial Property (INPI), including prior art search, Nice classification, documentation, and monitoring.
Best for
Guide businesses and entrepreneurs through the complete trademark registration process with INPI, from prior art search to registration grant.
Trade Secret and Confidential Information Protection Policy
Create an internal policy for protecting confidential information and trade secrets, with technical, organizational, and legal safeguards.
Best for
Protect trade secrets (formulas, processes, algorithms, customer lists) from leakage, misuse, and unfair competition.
Digital Copyright Protection Strategy for Content Creators
Create a comprehensive copyright protection strategy for content creators, influencers, and digital media companies.
Best for
Protect digital intellectual works (texts, images, videos, courses, podcasts) against unauthorized use, piracy, and plagiarism.
IP Strategy for Tech Startups
Defines an integrated intellectual property strategy for startups, covering trademarks, patents, software, trade secrets, and contracts.
Best for
Create an IP protection roadmap that increases startup valuation, safeguards strategic assets, and prevents litigation with competitors and former employees.
Explore other prompt categories
Move sideways into adjacent libraries when the current category is not the full answer.
Free browsing stays open. Premium prompts unlock the reusable workflow layer.
Use the guides and role paths to validate the job first. Upgrade when you want the full prompt text, editable premium prompts, and the surrounding course paths in one place.
Free access
- Browse guides, role paths, and category pages.
- Preview prompts before you decide to upgrade.
- Find the right starting point without friction.
Membership access
- Unlock premium prompts and the full copy text.
- See more workflow paths and course connections.
- Keep the reusable templates in one place.
