Skip to main content
Forms Legal

Software License Agreement (Australia)

Software License Agreement

End User Software Licence — Australia

SOFTWARE LICENCE AGREEMENT

This Software Licence Agreement ('Agreement') is entered into on [Agreement Date] between:

[Licensor Name] (ABN [Licensor ABN]) of [Licensor Address] ('Licensor'); and

[Licensee Name] ([Licensee ABN]) of [Licensee Address] ('Licensee').

1. SOFTWARE

1.1 The Licensor agrees to licence the following software to the Licensee on the terms of this Agreement:

Software: [Software Name]

Description: [Software Description]

('Software')

1.2 The Software is protected as a literary work under the Copyright Act 1968 (Cth). The Licensor owns all intellectual property rights in the Software, including all copyright, patents, trade marks, and trade secrets.

2. LICENCE GRANT

2.1 Subject to the terms and conditions of this Agreement, and payment of the Licence Fee, the Licensor grants the Licensee a non-transferable, non-sublicensable licence to use the Software.

2.2 Licence model: [Licence Model].

2.3 Scope of licence: [Licence Scope].

2.4 The Licensee may use the Software solely for its internal business purposes in Australia.

3. RESTRICTIONS

3.1 The Licensee must not, except to the extent expressly permitted by this Agreement or by the Copyright Act 1968 (Cth):

  • copy, reproduce, or duplicate the Software beyond what is necessary for authorised use within the licensed scope;
  • reverse engineer, decompile, or disassemble the Software, except to the extent permitted by sections 47D and 47E of the Copyright Act 1968 (Cth) for interoperability purposes;
  • sub-licence, sell, rent, lease, transfer, assign, or otherwise dispose of the Software or any rights under this Agreement to a third party;
  • remove or alter any copyright notices, trade marks, or other proprietary markings on the Software;
  • use the Software to develop a product or service that competes with the Software; or
  • use the Software in excess of the licensed scope specified in clause 2.3.

3.2 The Licensee acknowledges that it has certain non-excludable rights under sections 47B-47G of the Copyright Act 1968 (Cth) (including the right to make backup copies and the right to copy for interoperability), and that this Agreement does not limit those rights.

4. INTELLECTUAL PROPERTY

4.1 The Licensor retains all intellectual property rights in the Software, including all copyright, patents, trade marks, and trade secrets. This Agreement does not transfer any intellectual property rights to the Licensee.

4.2 The Licensee acquires only a limited right to use the Software as described in clause 2. All rights not expressly granted are reserved by the Licensor.

5. LICENCE FEE

5.1 In consideration of the licence granted, the Licensee agrees to pay the Licensor: [Licence Fee].

5.2 All amounts are exclusive of GST unless stated otherwise. Where the supply is a taxable supply under the A New Tax System (Goods and Services Tax) Act 1999 (Cth), GST at 10% is payable in addition on receipt of a valid tax invoice from the Licensor (ABN: [Licensor ABN]).

5.3 If the Licensee fails to pay any Licence Fee when due, the Licensor may suspend access to the Software on 7 days' written notice until payment is made in full.

6. WARRANTIES AND DISCLAIMER

6.1 The Licensor warrants that:

  • it has the right and authority to grant the licence in this Agreement;
  • the Software, as delivered, substantially conforms to the documentation provided by the Licensor; and
  • to the best of the Licensor's knowledge, the Software does not infringe the intellectual property rights of any third party.

6.2 To the maximum extent permitted by law, the Licensor excludes all implied warranties and conditions in relation to the Software. The Software is provided 'as is'.

6.3 Nothing in this Agreement excludes, restricts, or modifies any guarantee, right, or remedy conferred on the Licensee under the Australian Consumer Law (Schedule 2 of the Competition and Consumer Act 2010 (Cth)) that cannot be excluded by agreement.

7. LIMITATION OF LIABILITY

7.1 To the maximum extent permitted by law, the Licensor's total aggregate liability to the Licensee for any claim arising out of or in connection with this Agreement is limited to the amount of Licence Fees paid by the Licensee in the 12 months preceding the claim.

7.2 The Licensor is not liable for any indirect, consequential, special, or incidental loss or damage, including loss of data, loss of revenue, or loss of business, even if advised of the possibility of such loss.

8. TERM AND TERMINATION

8.1 This Agreement commences on [Agreement Date] and continues for the duration of the licence model specified in clause 2.2, unless terminated earlier.

8.2 The Licensor may terminate this Agreement immediately if the Licensee: (a) materially breaches this Agreement and fails to remedy the breach within 14 days of written notice; (b) becomes insolvent or bankrupt; or (c) uses the Software in excess of the licensed scope.

8.3 On termination, the Licensee must immediately cease using the Software and delete or return all copies.

9. GENERAL

9.1 Governing law: This Agreement is governed by the laws of [Governing State], Australia.

9.2 Entire agreement: This Agreement constitutes the entire agreement between the parties in relation to the Software and supersedes all prior negotiations and understandings.

9.3 Electronic execution: This Agreement may be executed electronically under the Electronic Transactions Act 1999 (Cth).

EXECUTED as an agreement on [Agreement Date].

Licensor

________________

Signature

Date: ________________

Licensee

________________

Signature

Date: ________________

Maintained by Vladislav Sergienko, Founder·Template last modified: ·Report an error

What Is a Software License Agreement (Australia)?

A Software License Agreement in Australia grants a licensee permission to use specified software on defined terms, fees, and territory while the owner retains ownership under the Corporations Act 2001 (Cth).

Under the Copyright Act 1968 (Cth), a computer program is defined as 'a set of statements or instructions to be used directly or indirectly in a computer in order to bring about a certain result' and is protected as a literary work. Copyright arises automatically upon creation and expression in a material form — no registration is required. The Licensor, as the copyright owner, has the exclusive statutory right to reproduce, adapt, communicate, publish, and make available the software. A Software Licence Agreement is the legal instrument by which the Licensor grants the Licensee specific, limited rights to use the software while retaining all other rights.

A key feature of Australian software licensing law is the non-excludable provisions of the Copyright Act 1968 (Cth) that apply to certain acts done by licensees in relation to computer programs — including the right to make backup copies (section 47C), the right to reproduce the program for interoperability purposes (sections 47D-47E), and the right to reproduce the program in the course of running it on a computer. These rights cannot be excluded by a software licence agreement.

The ACL also plays a significant role in B2C software licensing. Where the end user is a 'consumer' under the ACL, the software must meet the consumer guarantee standards of acceptable quality and fitness for purpose. These consumer guarantees are non-excludable and apply to both on-premises software and SaaS products.

The Australia Software License Agreement (Australia) template provides a thorough Software Licence Agreement for use by Australian software developers, technology businesses, and SaaS providers licensing proprietary software to end users, covering the key legal and commercial provisions required for a legally sound and commercially effective software licence.

The legal framework governing the Software License Agreement (Australia) in Australia draws on several key statutes and regulatory bodies. Under the Corporations Act 2001 (Cth), the Australian Securities and Investments Commission (ASIC) regulates companies and financial services. Section 127 of the Corporations Act 2001 governs company execution of documents. The Australian Competition and Consumer Commission (ACCC) enforces the Competition and Consumer Act 2010 (Cth). The Australian Taxation Office (ATO) administers the Goods and Services Tax under the A New Tax System (Goods and Services Tax) Act 1999. The Federal Court of Australia and Supreme Courts of each state have jurisdiction over corporate disputes. Parties executing a Software License Agreement (Australia) in Australia should confirm the document reflects current law, including any amendments enacted since the original drafting date. The Corporations Act 2001 (Cth) sets the foundational requirements.

When Do You Need a Software License Agreement (Australia)?

A Software Licence Agreement is required or strongly recommended in the following situations.

Commercial software products: Any time a software developer or publisher distributes a proprietary software product — whether as a desktop application, mobile app, or SaaS solution — a written Software Licence Agreement should govern the end user's rights. Without a licence agreement, the end user may have uncertain rights and the developer may have limited ability to prevent misuse.

B2B software deployment: When a business deploys software to its employees or business users, a Software Licence Agreement governs the scope of use (number of users, devices, or locations), restrictions on copying or redistribution, and the consequences of overuse or breach.

Custom software development: When a developer creates custom software for a client, a written agreement must address who owns the copyright in the custom software (the developer or the client), what licence rights the client has, and whether the developer retains any rights to use the code in future projects.

SaaS products: Software-as-a-Service providers that deliver software functionality over the internet (rather than as installed software) should have a clear Software Licence Agreement (or combined SaaS/licence agreement) covering the licence scope, acceptable use, data security, and service levels.

Open source and freemium models: Even 'free' software should be accompanied by a licence agreement that specifies the permitted and prohibited uses, the absence of warranties, and the licensor's liability limitations.

Acquisitions and due diligence: When a business acquires a software business or product, due diligence will examine the existing licence agreements to assess the scope of rights granted, the revenue recognition treatment of licence fees, and any unfavourable terms.

OEM and integration licensing: When a software component or library is licensed to another software developer for integration into their product ('OEM licensing'), a Software Licence Agreement governs the scope of the OEM licence, any required attribution, and the permitted end uses.

What to Include in Your Software License Agreement (Australia)

A well-drafted Australian Software Licence Agreement should include the following key elements.

Licence grant: A precise description of the rights granted — the scope of the licence (what the Licensee is permitted to do with the software), the type of licence (perpetual or subscription, exclusive or non-exclusive, single user or multi-user, site licence), and any territorial restrictions.

Permitted use and restrictions: A clear statement of what the software may be used for and, equally importantly, what it may not be used for (reverse engineering, redistribution, sub-licensing, use for competing products, etc.).

IP ownership: An unambiguous statement that the Licensor owns all intellectual property in the software, including copyright, and that the Licence Agreement does not transfer ownership of any IP to the Licensee.

Copyright Act 1968 (Cth) carve-outs: An acknowledgment that the Licensee has the non-excludable rights conferred by sections 47B–47G of the Copyright Act 1968 (Cth) (backup copies, interoperability, etc.), and that the Agreement does not derogate from those rights.

Licence fees and payment: The applicable fee, whether it is a one-off perpetual licence fee, a subscription fee (monthly or annual), or a usage-based fee; the payment schedule; and consequences of non-payment.

Warranties and disclaimer: Any warranties the Licensor provides about the software (e.g., that it substantially conforms to documentation, that it is free from viruses) and a clear disclaimer of implied warranties to the extent permitted by the ACL.

Limitation of liability: A cap on the Licensor's financial liability for defects, outages, or data loss, subject to compliance with the ACL.

Maintenance and support: Whether maintenance updates, bug fixes, and technical support are included in the licence fee or available as paid extras.

Termination: The circumstances in which the Licensor may terminate the licence (breach, non-payment, insolvency) and the consequences of termination (ceasing use, deleting copies).

Additional compliance elements for a Software License Agreement (Australia) used in Australia include: Under the Corporations Act 2001 (Cth), the Australian Securities and Investments Commission (ASIC) regulates companies and financial services. Section 127 of the Corporations Act 2001 governs company execution of documents. The Australian Competition and Consumer Commission (ACCC) enforces the Competition and Consumer Act 2010 (Cth). The Australian Taxation Office (ATO) administers the Goods and Services Tax under the A New Tax System (Goods and Services Tax) Act 1999. The Federal Court of Australia and Supreme Courts of each state have jurisdiction over corporate disputes. Forms-legal.com provides this template as a starting point for Australia-compliant documentation.

Cite this page

Reference this free template in an article, syllabus, or research note:

APA

Forms Legal. (2026). Software License Agreement (Australia) (Australia) [Legal document template]. Forms Legal. https://forms-legal.com/australia/business/intellectual-property/software-license-agreement-australia

MLA

"Software License Agreement (Australia) (Australia)." Forms Legal, 2026, https://forms-legal.com/australia/business/intellectual-property/software-license-agreement-australia.

BibTeX
@misc{formslegal-software-license-agreement-australia,
  author       = {{Forms Legal}},
  title        = {Software License Agreement (Australia) (Australia)},
  year         = {2026},
  howpublished = {\url{https://forms-legal.com/australia/business/intellectual-property/software-license-agreement-australia}},
  note         = {Free legal document template. Based on Corporations Act 2001 (Cth)}
}

Also available for these jurisdictions:

CanadaCanadaGhanaGhanaNigeriaNigeriaPhilippinesPhilippinesUnited StatesUnited States

Frequently Asked Questions

Based on Corporations Act 2001 (Cth) — Template last modified June 2026Verify the source →

This template is provided for informational purposes only and does not constitute legal advice. Laws vary by jurisdiction and change over time. Consult a qualified attorney for advice specific to your situation.Full disclaimer

Found an error? Let us know

Related Documents

You may also find these documents useful:

IP Assignment Agreement (Australia)

Transfer ownership of intellectual property in Australia with this comprehensive IP Assignment Agreement. Satisfies the written assignment requirement under s196 of the Copyright Act 1968 (Cth) and supports assignments of registered trade marks (Trade Marks Act 1995), patents (Patents Act 1990), and registered designs (Designs Act 2003). Includes moral rights consent under Part IX of the Copyright Act 1968, IP register notification obligations, assignor warranties of clear title, indemnity against third-party claims, GST provisions, and an optional retained licence back to the assignor.

SaaS Agreement (Australia)

A Software as a Service (SaaS) agreement is the foundation of every cloud-based software subscription business. Whether you are an Australian startup offering your first B2B platform or an established provider expanding your customer base, having a professionally drafted SaaS agreement is essential to protect your intellectual property, manage your liability, ensure privacy law compliance, and set clear expectations with customers about service levels, payment, and data handling. An Australian SaaS Agreement differs in important respects from equivalent agreements used in the United Kingdom or the United States. Australian law imposes obligations that cannot be contracted out of, particularly under the Australian Consumer Law (ACL), the Privacy Act 1988 (Cth), and the Spam Act 2003 (Cth). A SaaS agreement that simply adopts a US or UK template without adapting it for the Australian legal environment may be unenforceable in key respects and may expose the provider to regulatory risk. The Australian Consumer Law (ACL), being Schedule 2 to the Competition and Consumer Act 2010 (Cth), is one of the most significant considerations for SaaS providers. Sections 23 to 28 of the ACL prohibit unfair contract terms in standard form contracts with consumers and, since November 2023, with small businesses. A term in a SaaS agreement is unfair if it would cause a significant imbalance in the parties' rights and obligations arising under the contract, is not reasonably necessary to protect the legitimate interests of the party advantaged by the term, and would cause detriment to a party if it were relied on. Commonly challenged terms include broad indemnities, unilateral variation rights, and automatic renewal clauses with short cancellation windows. Under the Treasury Laws Amendment (More Competition, Better Prices) Act 2022 (Cth), unfair terms in standard form contracts are now void and attract significant civil penalties. The Privacy Act 1988 (Cth) and the Australian Privacy Principles (APPs) govern how personal information is collected, used, disclosed, and secured by APP entities. A SaaS provider who collects personal information from customers or who processes personal information on behalf of customers must comply with the APPs. Of particular importance are APP 1 (open and transparent management of personal information), APP 3 (collection of personal information), APP 6 (use or disclosure of personal information), APP 8 (cross-border disclosure of personal information), APP 11 (security of personal information), and APPs 12 and 13 (access to and correction of personal information). The agreement should address who owns customer data, how the provider will secure it consistent with APP 11, and what happens to the data on termination. The Spam Act 2003 (Cth) prohibits the sending of unsolicited commercial electronic messages to Australian accounts. SaaS providers who send marketing emails or in-app notifications to customers must have explicit or inferred consent and must include a functioning unsubscribe mechanism. The agreement should confirm that the provider will comply with the Spam Act 2003 in relation to any electronic communications sent in connection with the service. Australia does not have an equivalent of the EU GDPR's data processing agreement regime. However, where a SaaS provider processes personal information on behalf of a customer, it is best practice to include equivalent contractual protections addressing handling instructions, security obligations, sub-processor disclosure, breach notification, and data return or deletion on termination. Service level agreements (SLAs) specifying uptime commitments are a standard feature of SaaS agreements. A meaningful SLA will specify the uptime percentage, how downtime is measured, what events are excluded (such as scheduled maintenance and factors beyond the provider's control), and what remedy is available to the customer for a breach of the SLA. A service credit regime — where the customer receives a credit against future invoices for periods of downtime exceeding the SLA threshold — is the most common remedy. Subscription pricing in AUD, GST provisions complying with the A New Tax System (Goods and Services Tax) Act 1999 (Cth), auto-renewal with appropriate notice periods, and the right to increase fees on renewal are all standard commercial terms in Australian SaaS agreements. The agreement should also address what happens to customer data on termination, including a grace period for data export before deletion. This Australian SaaS Agreement template addresses all key commercial and legal issues: ACL compliance including unfair contract terms considerations, Privacy Act 1988 (Cth) and APP obligations, Spam Act 2003 compliance, customer data ownership and security, SLA uptime commitments, AUD subscription pricing with GST, auto-renewal and cancellation, IP protection, limitation of liability, confidentiality, and governing law.

Copyright Registration Notice (Australia)

Document and assert your copyright ownership in an original work with this Australian Copyright Registration Notice. Covers identification of the work, authorship, date of creation, ownership assertion, and licensing terms. Compliant with the Copyright Act 1968 (Cth). Suitable for authors, artists, photographers, software developers, and businesses asserting copyright in creative and original works.

Non-Disclosure Agreement (NDA) (Australia)

Protect your confidential business information under Australian common law with a legally sound Non-Disclosure Agreement (NDA). Whether you are sharing trade secrets with a prospective partner, disclosing proprietary technology to a developer, or presenting financial projections to a potential investor, a properly drafted Australian NDA keeps your sensitive information under strict legal protection. Our template complies with Australian contract law principles and includes provisions addressing the Privacy Act 1988 (Cth) and the Australian Privacy Principles.

Business Contract (Australia)

Create a general-purpose Business Contract for Australian commercial transactions, compliant with Australian contract law principles and the Competition and Consumer Act 2010 (Cth). Covers the description of goods or services, consideration, obligations of each party, warranties, limitation of liability, confidentiality, intellectual property, termination, and dispute resolution. Suitable for any business-to-business commercial arrangement.