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

A software license agreement in Egypt is the contract by which the owner of software (the licensor) lets another party (the licensee) use it on set terms, without transferring ownership. In Egypt, software is protected as a copyright work under the Law on the Protection of Intellectual Property Rights (Law No. 82 of 2002), so a licence is a permission to use rights that stay with the owner. The contract itself is governed by the Civil Code (Law No. 131 of 1948) and, for commercial dealings, the Commercial Code (Law No. 17 of 1999). This guide explains what an Egyptian software licence should contain, the clauses that matter, and the local-law points to check. It is general information, not legal advice. For a specific deal, confirm the current position with an Egyptian lawyer. ## How software is protected in Egypt The Law on the Protection of Intellectual Property Rights (Law No. 82 of 2002) is the main IP statute. It brought Egypt's IP rules into one comprehensive code and protects software through copyright. Copyright gives the rightsholder exclusive rights to use, reproduce, distribute, adapt and communicate the software. Ownership matters for drafting. For works made by employees, rights generally fall to the employer, while freelancers, contractors and consultants usually keep rights unless the contract assigns them to the engaging company. So who owns the code, and who may license it, should be written down clearly. Joint works typically need the consent of all co-owners before one can license independently, unless agreed otherwise. ## What law governs a software licence in Egypt - The Law on the Protection of Intellectual Property Rights (Law No. 82 of 2002) is the core IP statute and protects the software as copyright.

• The Civil Code (Law No. 131 of 1948) governs the contract, including formation, performance and remedies, with the good-faith duty in Article 148. Because there is no specific statute on software liability, the Civil Code also supplies the basis for contractual and tort liability around software.
• The Commercial Code (Law No. 17 of 1999) applies to commercial dealings.
• Tax rules, including value added tax and withholding tax on royalties, can apply to licence fees, especially cross-border. Confirm current rates and treaty relief. ## Key clauses in an Egyptian software licence ### Licence grant and scope State what is licensed, the permitted use, whether it is exclusive or non-exclusive, the territory, the number of users or devices, and whether it is perpetual or term-based. ### Restrictions Set out what the licensee must not do, such as copy beyond the licence, sublicense, or transfer without consent. ### Ownership and intellectual property Confirm the licensor owns the software and all IP, and that no ownership passes. Deal with ownership of any customisations and, where relevant, joint-work consent. ### Fees, royalties and tax Set the licence fee or royalty, payment timing, and how tax, including VAT and withholding tax, is handled. ### Delivery, support and maintenance State how the software is delivered and whether support, updates and maintenance are included or sold separately. ### Warranties and liability Give any performance warranty, disclaim others as far as the law allows, and cap liability. Because the Civil Code supplies the liability framework, draft these terms carefully. ### Confidentiality and source code Protect confidential information and any source code, and deal with escrow if the licensee needs continuity. ### Term, termination and effect of exit Set the term, renewal, termination rights, and what happens to copies and data when the licence ends. ### Governing law and disputes Choose the governing law and a forum or arbitration, and the contract language. ## A simple drafting checklist - Confirm who owns the software and who may license it.
• Define the grant, scope, users, territory and term precisely.
• List the restrictions and protect the source code.
• Set fees, royalties and the VAT and withholding-tax treatment.
• Cover support, warranties, liability caps and confidentiality.
• Deal with termination and what happens to copies on exit.
• Add governing law, dispute resolution and contract language. ## Keeping software licences in order Software licences carry renewal dates, user limits and royalty terms that are easy to lose once the contract is signed and filed away. Keeping them in one workspace, where the grant, restrictions and key dates are structured instead of buried in flat text, makes renewals and compliance far easier to run. Tools such as Adira bring drafting, review and obligation tracking together in a single place. Adira's depth is strongest for India today, with other jurisdictions on its roadmap, so for Egyptian-law specifics confirm the position with local counsel.