Software Product Inclusion Contract

This agreement governs the inclusion of a company's software component inside another party's product. It is not a software development contract or master services agreement. Instead, it is a licensing-focused software contract that defines how the parties involved redistribute one copy of the Software within the Licensee's product according to technical specifications in an attached exhibit. The contract specifies that all sublicenses must include the full license and require click-through acceptance before installation, keeping everybody on the same page across the project lifecycle.

Intellectual property rights remain with the Company. The Licensee receives limited rights to install, use, and sublicense, but cannot reverse engineer, modify, or assign separate value to the embedded component. The software's code is provided for inclusion only, think object code rather than source code, protecting trade secrets and other confidential information.

Copyright notices must be displayed with the final product; omission is a breach. No additional licenses (e.g., using the Company's brand) are granted unless the specifications say otherwise.

Compensation appears in a payment schedule attached hereto (Exhibit A). This is not a fixed price contract for software development services or a time and materials engagement. It is closer to a materials contract for the redistribution of third-party materials embedded in a customer's application. Support services, maintenance services, acceptance testing, milestones, project timeline, and change request procedures are outside scope unless incorporated in related documents.

Risk-of-use language limits warranties and disclaims responsibility for downtime or data loss. The Licensee indemnifies the Company for claims arising from the Software, the Licensee's product, or other programs and services used to distribute it. Export control compliance is required.

The dispute resolution clause sets governing law, venue, and attorneys' fees for the prevailing party, signaling litigation rather than arbitration. Notices must be sent by regular mail. Termination can occur at any time, after which distribution must cease.

Use cases include a software company embedding a third-party runtime in custom software, a vendor bundling an SDK into a mobile app, or an outsourcing contract where a dedicated team integrates licensed libraries to meet clear requirements without scope creep or budget overruns.

Proposal Kit helps organizations assemble a robust agreement package around this inclusion license, combining document assembly, automated line-item quoting, AI Writer for supporting documents, and an extensive template library to add NDAs, a software development agreement, statements of work, and technical specifications, streamlining preparation and ensuring a mutual understanding of contract terms.

Beyond redistribution mechanics, this license sits inside a broader software project blueprint. Organizations using a dedicated team model or software outsourcing often pair this written agreement with a non-disclosure agreement, statements of work, and confidentiality provisions to define project scope, quality standards, and clear expectations. Because the two parties are only licensing a component, the provider is not a contractor performing the development process; however, the document still impacts the development team by restricting reverse engineering and derivative works, protecting know-how and sensitive information, and requiring click-through acceptance by the other party before integration. This helps minimize risks around customer data, financial data, and public domain confusion when developing software for a client's business.

Operationally, consider how this license interacts with adjacent contract types: a fixed budget contract or dedicated team contract governs due dates, deliverables, and hourly rates, while this inclusion license governs legal protection for the embedded technology. Exhibit A can reference invoices and prices, but hourly rates are usually out of scope unless specifically defined. Exhibit B's specifications should define integration criteria so a team member can implement functionality in a workmanlike manner and verify performance in a timely manner.

If requested change or proposed changes arise, use other documents to manage such modifications, instructions, and acceptance, and to determine the party responsible for non-conformity or delays. Force majeure, upgrades, support and maintenance, and warranty terms, if any, should appear in related documents so that parties agree on a clear path to project completion.

The dispute resolution process here sets venue and applicable law and allows termination on short notice by mail. To reduce future disputes, organizations generally align notices, such as notice periods, and communications rules across their contract stack and involve legal counsel to evaluate such obligations, applicable statement language, and legal action risks, while maintaining good faith cooperation with partners and suppliers. This disciplined approach helps protect competitive advantage, maintain security and access controls, and manage resources across the duration of the engagement.

Proposal Kit is well-suited to assembling this licensing form plus the surrounding paperwork-NDAs, software development agreements, specifications, and change forms-using document assembly, automated line-item quoting, an AI Writer to create supporting documents, and an extensive template library. This helps teams prepare straightforward, detailed packages that establish a shared understanding, support compliance, and keep negotiations efficient from initial creation through conclusion.

Adding to the practical view, this inclusion license shapes how a software developer or service provider plans work inside the broader relationship. Because either party can terminate at its sole discretion, it is vital to prepare a secure fallback plan to replace the embedded component if the developer is unable to continue distribution. In practice, a full-time team or in-house employees should be aware of the minimum obligations: present the license to end users, integrate only as approved, and respond in a timely manner to any written request or other communications from such party. This is critical to minimizing risks during implementation, especially when features, functions, and equipment vary by market or industry.

Operationally, organizations engage in good-faith collaboration to deliver what is expected within the time period and deadlines of the larger software project. The developer and client should discuss, in negotiation or consulting sessions, how Specifications describe the integration and any requested changes, and how the team will address non-technical challenges like data handling, transparency in communications, and how to resolve a disagreement with the other party. While the Agreement does not define penalties for missed tasks, each organization can decide on internal practices to verify progress, evaluate performance, and maintain protected handling of information related to customer data.

If a developer agrees to advance milestones, respect that commitment and manage resources efficiently so the deliverables remain functional and aligned with objectives. Additionally, consider whether the Software suits a particular purpose and the extent to which you can replace it without disrupting sales, support, or acquired integrations.

From a governance overview, any extension or modification should be in a written agreement; submit a written request for proposed changes and wait for an approved response before implementation. In the event of termination, be ready to implement an orderly removal within your house systems, address supplier and partner dependencies, and maintain contact points so a person can quickly coordinate next steps. This disciplined approach helps establish a protected partnership, manage money and risk at scale, and keep the organization on a clear direction through the course of creating, researching, and developing.

Proposal Kit can streamline preparing the surrounding paperwork and other documents for this license, helping teams create a coordinated package with document assembly, automated line-item quoting, AI Writer for supporting materials, and a broad template library. These capabilities support efficient negotiation, clear instructions, and consistent contract language so parties are satisfied that the package is complete and ready for signing.

Writing the Software Product Inclusion Contract 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.