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Heads of Agreement Template

Used 5,126 times

Heads of Agreement Template

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Created by:


The parties in this agreement are [Sender.FirstName][Sender.LastName] (Licensor) and [Client.FirstName][Client.LastName] (Licensee).

This heads of agreement is not a contract. It shall not be considered legally binding upon either party unless accepted as an attachment to a formally binding contract to be signed at a later date.

In order to satisfy mutual business needs, [Sender.FirstName][Sender.LastName] and [Client.FirstName][Client.LastName] hereby communicate their intent to agree to the following:

The purpose of this template is to define intent and any concerns related to a potential software licensing agreement between two parties.

Licensed Items

[Sender.FirstName][Sender.LastName] intends to provide the following software to [Client.FirstName][Client.LastName] at the listed prices:


License Type

[Sender.FirstName][Sender.LastName] shall provide a commercial, non-exclusive, non-transferable license should this heads of agreement be adopted as part of a formal software licensing agreement.


[Client.FirstName][Client.LastName] shall be allowed to modify and distribute the software being Licensed, with the following restrictions:

  • All final retail versions shall list [Sender.FirstName][Sender.LastName] as a copyright owner and creator
  • Access to source code or files shall be kept confidential at all times

This heads of agreement shall be adopted as an exhibit to any software licensing agreement between [Sender.FirstName][Sender.LastName] and [Client.FirstName][Client.LastName]. As such, it shall be valid for the entire term of any future agreement.

Geographic Limits

[Client.FirstName][Client.LastName] shall be granted the exclusive right to distribute the licensed software within the United States of America and its territories.

While [Client.FirstName][Client.LastName] shall be allowed to sell to end users through the internet, geographic limits restrict the Licensee from selling the licensed software to any end user prohibited by the above geographic limitation.


[Client.FirstName][Client.LastName] shall make all payments for software licenses related to this heads of agreement to [Sender.FirstName][Sender.LastName] as follows:

Payment Terms: Net-30

Payment Method: Wire Transfer, Check, Credit Card

Payment To:​



​​[Sender.City], [Sender.State], [Sender.Zip].

Wire Transfer Information:

Routing Number: [Sender.Phone]

​Account Number: [Sender.Phone]


[Client.FirstName][Client.LastName] agrees to allow [Sender.FirstName][Sender.LastName] 30 days to review the listed software prior to entering into a subsequent software licensing agreement.

[Client.FirstName][Client.LastName] shall make [Sender.FirstName][Sender.LastName] aware of any defects discovered, which [Sender.FirstName][Sender.LastName] shall correct at their expense prior to entering into a binding software licensing agreement.


This heads of agreement shall remain under the jurisdiction of [Sender.State] and applicable Federal or International law.


No portion of this heads of agreement shall be transferred to another party at any time. Should a third party acquire or otherwise gain control of [Sender.FirstName][Sender.LastName] or [Client.FirstName][Client.LastName], this heads of agreement shall be null and void.


Both parties hereby acknowledge receipt of this heads of agreement and full understanding of all terms and conditions found within.









Heads of Agreement Template

Used 5,126 times

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