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

A software license agreement grants a customer the right to use software the owner keeps the rights to. The customer does not buy the software; it gets a licence with a defined scope: which software, how many users or machines, for how long, where, and what it may and may not do. The agreement also covers fees, support, warranties, intellectual property and liability. In Ireland, software is protected by copyright, so the licence is the document that turns that protection into clear, agreed permissions for the customer. ## When you need a software license agreement Use one whenever you give another party a copy of software to install and run on their own servers or devices. This differs from SaaS, where the customer uses hosted software as a service and never holds a copy. If the software runs on the customer's side, you need a licence. ## How Irish law protects software Ireland is a common law jurisdiction with freedom of contract, supported by the Sale of Goods and Supply of Services Act 1980 for supply terms. For the software itself: - Copyright. Software is protected as a literary work under the Copyright and Related Rights Act 2000 (CRRA), which implements the EU rules, including the Software Directive (now Directive 2009/24/EC). Protection covers the source and object code; ideas and principles behind the software are not protected, only their expression.

• Permitted acts. The law allows a lawful user to make a back-up copy where necessary and, in limited cases, to decompile for interoperability. A licence cannot fully override these statutory rights, so draft restrictions with that in mind.
• Moral rights. The CRRA recognises authors' moral rights, though these can be waived and are often addressed in software deals.
• Governing law and signing. For cross-border deals, governing law follows the Rome I Regulation and jurisdiction the Brussels Recast Regulation. Electronic signatures are valid under the eIDAS Regulation and the Electronic Commerce Act 2000. Standard VAT is 23 percent; stamp duty does not generally apply to a software licence. ## Key clauses in an Irish software license agreement ### Licence grant and scope State exactly what is licensed, the type of licence (for example perpetual or term, exclusive or non-exclusive), permitted users, locations and uses. ### Restrictions No copying beyond the licence, no reverse engineering except where the CRRA permits (such as decompilation for interoperability), no sublicensing unless agreed. ### Fees and payment Licence fees, any recurring maintenance fees, currency, payment terms and VAT. ### Intellectual property The owner keeps all IP; the customer gets only the licensed rights. Address custom development and who owns it, and any open-source components. ### Maintenance and support What updates, patches and support are included, and for how long. ### Warranties and liability A limited warranty that the software performs as documented, infringement protection, a liability cap and exclusion of indirect loss, within the limits the law allows on excluding statutory terms. ### Term and termination Term, termination for breach, and what the customer must do on termination (stop using, delete copies, subject to any back-up rights). ### Governing law and disputes Name Irish law and the Irish courts or arbitration. ## A simple Irish software license template outline 1. Parties and effective date

2. Definitions
3. Licence grant, type and scope
4. Permitted users, locations and uses
5. Restrictions (with statutory permitted acts in mind)
6. Delivery and acceptance
7. Fees, maintenance fees and VAT
8. Intellectual property, custom work and open source
9. Maintenance and support
10. Warranties and infringement protection
11. Limitation of liability
12. Term and termination
13. Confidentiality
14. Governing law (Ireland) and disputes
15. General terms and signature blocks ## How to draft and review one well Make the licence scope exact: name the software, the metric (users, cores, sites) and the permitted use, which is what prevents later disputes. Draft restrictions so they do not purport to remove the lawful user's statutory back-up and interoperability rights. Flag open-source components and their own licences, and track maintenance and renewal dates so support does not lapse. ## Draft, review and track a software licence in one workspace A licence, its maintenance terms and its renewal dates often sit in separate files, so scope creep and lapsed support go unnoticed. Adira is an AI legal operating system that keeps drafting, clause-level review and version history in one place, so the licence and its support and renewal terms stay linked. Adira is India-first today; deeper Ireland and EU IP coverage is on its roadmap, so treat Ireland-specific drafting as a starting point to confirm with local counsel. See the approach at Adira. This article is general information, not legal advice. Confirm current Irish and EU copyright law with a qualified solicitor before you sign.