Software License Agreement in Brazil: Template, Key Clauses and Local Law (2026)

A software license agreement in Brazil is the contract by which the rights holder grants a customer the right to use software without transferring ownership of it. Brazil has a dedicated statute: the Software Law, Law 9.609/1998, which protects computer programs through the copyright regime and adds specific rules for licensing and support that generic templates often miss. This guide explains the Brazilian legal framework, the clauses a software licence should carry, and a template skeleton. It is general information, not legal advice. ## What law governs a software license in Brazil? The framework is: - The Software Law, Law 9.609/1998, which defines a computer program (Article 1) and protects it on the same basis as copyright works. Protection does not depend on registration, and foreign authors are protected on a reciprocity basis. The law gives the author an exclusive right over commercial rental that is not exhausted by sale or licensing of a copy.

• Licensing and support rules (Article 7 and related provisions). The licence agreement must state the technical validity period of the commercialised version, and the party that commercialises the software must provide complementary technical services during that period to keep it working to its specification.
• The Copyright Law, Law 9.610/1998, which supplies the general copyright rules that apply to software through Article 2 of the Software Law.
• The Civil Code (Law 10.406/2002) for general contract terms and good faith, and the LGPD, Law 13.709/2018, where the software processes personal data. INPI registration of a program and of a technology-transfer licence is available but not a condition of protection. ## Is a software license enforceable in Brazil? Yes. Two practical points stand out: - State the technical validity period and support. Under Article 7, the licence must set the period for which the version is valid and commit the supplier to complementary technical services during it; omitting this leaves a gap the statute expects the contract to fill.
• Rental rights stay with the author. The exclusive right to authorise commercial rental is not exhausted by selling or licensing a copy, so a customer cannot sublicense or rent the software unless the licence says so. ## Key clauses in a Brazilian software license agreement ### Licence grant and scope State which rights are granted, whether the licence is exclusive or non-exclusive, and the permitted users, sites, territory and term. ### Technical validity period and support Set the technical validity period of the version and the complementary technical services the supplier will provide during it, as Article 7 expects. ### Restrictions Set limits on copying, sublicensing, rental and transfer, keeping the author's exclusive rental right in mind. ### Fees and audit Set licence fees, usage metrics and audit rights to confirm licensed use. ### Intellectual property and ownership Confirm the licensor keeps ownership and the licensee gets only the stated rights; address custom development and who owns it. ### Warranties and liability Give the warranties offered, set liability limits that stay within good-faith limits, and carve out items that should not be capped. ### Data protection (LGPD) Where the software processes personal data, set the controller and operator roles, security duties and any international transfer basis under the LGPD. ### Term, termination and effect Set the term, termination rights and what happens to use and copies of the software on termination. ### Governing law and disputes Choose Brazilian law and a forum. ## Template skeleton ```

1. Parties and definitions
2. Licence grant and scope
3. Technical validity period and support (Article 7)
4. Restrictions on use
5. Fees and audit
6. Intellectual property and ownership
7. Confidentiality
8. Warranties and disclaimers
9. Liability and indemnities
10. Data protection (LGPD, Law 13.709/2018)
11. Term, termination and effect of termination
12. Governing law (Brazil) and dispute resolution
13. Signatures

- **Software is protected without registration.** Copyright-based protection arises automatically; INPI registration of the program or of a technology-transfer licence is optional.
- **The author keeps the rental right.** Commercial rental is not exhausted by a sale or licence of a copy, so sublicensing and rental need express permission.
- **Good faith and LGPD still apply.** Keep liability terms reasonable and address personal data where the software processes it. ## Common mistakes to avoid - Omitting the technical validity period and support that Article 7 expects.
- Assuming the customer can rent or sublicense the software without an express grant.
- Treating INPI registration as required for protection when it is optional.
- Ignoring the LGPD where the software clearly processes personal data. ## From the licence to the estate you actually manage Signing the licence is one moment; managing a software estate is continuous. Someone has to track each licence's scope, validity period and user limits, watch renewal and audit terms, and find the right clause fast when usage grows. Across many licences, that work is easy to lose. An AI contract workspace keeps each licence, its clause structure and its key dates in one place, so you can draft from a template, see where terms are one-sided, edit in plain language and get a reminder before a deadline. If you want to see drafting, review, tracking and governance in a single workspace, [Adira](https://adiralaw.com) is built around that idea. Deep Brazil-specific jurisdiction coverage is on Adira's roadmap today; India is deepest now. ## FAQ