Open Source Software Installation Agreement

This agreement sets clear terms for a vendor to install and license an open-source-based software project for a business customer. It functions as a software license agreement paired with installation services. The Company provides a fully licensed copy of the software for a single desktop, network, target domain, or web server.

The license grant is worldwide and non-exclusive, allowing the Customer to use the licensed software on one site or server. After installation, no additional license fees are due. The document emphasizes that this is not a distribution license and that the rights granted are limited to use, not resale or redistribution.

Ownership and control of intellectual property are central. The Company retains proprietary rights in all pre-existing works, user interface topics, code, and its distinctive style, along with related intellectual property rights and trade secrets. The Customer retains its own content and assets.

Both parties must protect confidential information. The Customer agrees not to reverse engineer or otherwise attempt to decompose the Company's proprietary software components.

The agreement includes an open source disclaimer. It notes that some components are subject to open source software licenses and that the Customer receives rights under the GNU General Public License (GPL) to deploy and modify those parts. The Customer pays for professional services, not for the open source code itself.

As is customary under many open source licenses, the software is provided without warranty of any kind. While other open source software licenses exist (for example, those recognized by the Open Source Initiative), this contract specifically highlights the GPL's terms.

Warranties are expressly disclaimed. The Company does not warrant merchantability or fitness for a particular purpose and is not responsible for outcomes, uptime, or performance variations. It is not responsible for issues caused by third-party tools or platforms.

After installation, the Company has no obligation to provide upgrades, critical patches, or security updates. The Customer bears responsibility for ongoing maintenance and security. The Customer also indemnifies the Company for claims tied to the Customer's use, marketing, or content.

Use cases include implementing a content management system for a real estate website, deploying an e-commerce platform, or configuring a social networking or online ad sales portal on a single web server.

Proposal Kit can help organizations assemble an active licensing agreement like this, with automated line-item quoting, an AI Writer to build supporting documents, and an extensive template library. Its document assembly tools make it easier to tailor license terms, scope, and pricing to your business operations.

Beyond basic installation and a limited license granted for one domain or server, this contract reads more like an implementation services deal than a traditional end-user license agreement. It recognizes an open source license agreement structure where the controlling open source license may be the GNU General Public License, but teams may also encounter the MIT License, Apache License, Mozilla Public License, or Eclipse Public License, depending on such software components. The Company remains the sole and exclusive owner and legal and beneficial owner of its pre-existing code and style; the licensed software hereunder is licensed software exclusively for the Customer's site, with license restrictions against reverse engineering and service bureau or other unauthorized deployment. Intellectual property rights notices and copyright law recognition remain important, and Customer must use the software for authorized or unauthorized purposes only to the extent permitted by the agreement and applicable legal requirements.

The agreement expressly disclaims implied warranties and does not promise that licensed software operates properly in all environments or that the licensed software's functionality will yield expected results. There is no commitment that the licensed software substantially conforms to documentation specifications; incomplete or inaccurate documentation risks remain with the Customer. If the parties desire stronger assurances, they can, by mutual written agreement, add acceptance testing rights and an acceptance testing process with acceptance testing parameters, initial acceptance testing, subsequent acceptance testing under the same testing conditions, and procedures if failures continue. Under such an amendment, the licensee notifies the licensor via the licensee's timely written notice, sets a warranty breach notification date, and defines the licensee's sole remedy (for example, refund to the licensee as the licensor's entire obligation and at the licensor's sole expense) if the licensor breaches and cannot appropriately remedy a substantial defect.

Confidentiality applies to information that the licensee deems confidential and the licensor's confidential information. The parties agree to protect such confidential information, ensure the recipient's representatives comply on a need-to-know basis, and promptly cease further unauthorized use if disclosure limitations apply. Customer must promptly notify licensor of actual or suspected infringement, suspected unauthorized use, or other violations, and assist licensor in a commercially reasonable manner to defend licensor's rights under intellectual property rights laws.

Operationally, software developers and IT leaders should plan for software development handoff: licensee promptly installs updates or maintenance releases provided by the community when appropriate, manages ancillary data files, and maintains licensed access to the software component on licensee's computers and electronic devices. Where governance is required, some organizations add audit licensee's provisions to verify licensee's compliance, permit access upon licensor's written request, and gather licensee's technical and usage data relevant to compliance, all within disclosure limitations.

Proposal Kit helps organizations configure agreements pursuant to their needs by assembling EULA-style terms, open source notices, and acceptance testing addenda. Its document assembly, automated line-item quoting, AI Writer for supporting documents, and extensive template library make it practical to tailor clauses on license restrictions, notices, and IP acknowledgments to fit the licensee's business operations in a commercially reasonable way.

A practical way to extend this installation-focused contract is to plan optional acceptance and warranty mechanics up front. If the parties add an amended license grant and express limited warranties, they can define how the licensee's licensed software is evaluated. For example, acceptance testing conducted under defined acceptance parameters may require licensor suitable test data, an initial test under the same testing conditions, and subsequent acceptance testing if unresolved acceptance testing failures arise.

In that scenario, the licensee notifies the licensor with the licensee's timely written notice setting a warranty breach notification date, and the licensor warrants to a generally commercially reasonable degree that the licensed software operation will substantially conform to the agreed technical specifications. If licensor breaches and cannot cure within a reasonable time period, the licensee's sole remedy could be a refund of all license fees at licensor's sole expense, effective immediately, irrespective of other remedies.

The agreement grants a worldwide use right, but the licensed software is subject to controlling open source terms; licensed software, irrespective of delivery method (including licensed software electronically), remains the licensor's exclusive property as to pre-existing code and style, with registered and unregistered rights protected by intellectual property rights laws. Licensee acknowledges these limits and agrees not to access the licensed software's source code beyond what is expressly permitted by the applicable open source license or separate agreement. License restrictions should also bar an undisclosed security device, security measure disclosure, or other unauthorized access.

If licensee fails to comply, licensor may, at licensor's sole discretion and as licensor's sole option, immediately terminate on written termination notice. Where permitted by law and expressly authorized in the contract, some licensors reserve the right to technologically disable the licensee's access for unauthorized or illegal use, though any such measure should be narrowly scoped and subject to reasonable notice.

Commercial terms can address maintenance releases previously provided, developing maintenance releases, or a commercial license for a distinct licensed product under the same license name, billed on a monthly or quarterly basis at the licensor's then-current price. The agreement may also require licensee cooperation to enforce licensor's intellectual property rights, including promptly notifying licensor of actual or suspected infringement, providing reasonable assistance, and reimbursing licensor for reasonable costs incurred only where licensee hereunder caused the issue. Administrative safeguards can include identifying an authorized representative duly authorized by a valid entity, notice address, necessary business formalities, and procedures for license violations or other party's material breach before an applicable court of competent jurisdiction.

Confidentiality should clarify the duration of confidentiality for trade secrets, what confidential information ceases to be protected, and how compelled confidential information is handled under a protective order. Operational guardrails can clarify that authorized users are solely responsible for normal use on licensee's computers and representatives' devices, that non-licensee approved technology or modified versions of a competing software product are strictly prohibited, and that copies of the software and end user materials may be provided for archival purposes only.

Proposal Kit helps teams assemble these options agreements pursuant to your workflow, from open source definition notices and permission notice language to acceptance testing addenda and payment terms. Using document assembly, automated line-item quoting, and an AI Writer with an extensive template library, you can tailor clauses for software's functionality, licensed software's performance, and compliance steps in a commercially reasonable manner for real-world deployments like e-commerce platforms, mobile applications, or a social life network.

Writing the Open Source Software Installation Agreement document - The Narrative

How to Build a Legal Contract with Proposal Kit

This video illustrates how to create a legal contract using the Proposal Pack Wizard software. It also shows how to create a proposal with an invoice and contract at the same time.