Can the agreement be signed electronically?

Yes. Electronic signatures are enforceable under the ESIGN Act (15 U.S.C. §7001) and UETA in most states. Verify any statutory exceptions that may apply to particular documents, such as those explicitly excluded from e-signature coverage.

Do I need a notary for the contract?

Generally no for ordinary software purchases. Notarization is rarely required unless local practice or a specific exhibit demands it. Use notarization when counterparties request extra authentication for corporate approvals.

What if the vendor requires source code escrow?

Source code escrow provisions should define triggering events, escrow agent duties, and verification testing. Include clear release conditions to protect the buyer if the vendor becomes insolvent or fails to meet obligations.

How should I handle software defects discovered after acceptance?

Define an acceptance window and post-acceptance remedy period in the agreement. Include cure timelines, severity-based SLAs, and limits on remedies such as credits or termination rights for unresolved defects.

Is a Business Associate Agreement required if PHI is involved?

Yes. If the software handles protected health information, execute a HIPAA Business Associate Agreement that specifies permitted uses, security standards, breach notification, and indemnification obligations.

Who can legally sign for a corporation?

An authorized officer or an individual granted written signatory authority may bind a corporation. Confirm delegated authority via corporate resolutions or a power of attorney if signature authority is unclear.

Electronic Signature
Templates
Finance
Software Purchase Agreement

Software Purchase Agreement

This template is fully customizable. Edit the text, fill out the fields, and send it for signature. Give it a try!

SOFTWARE PURCHASE AGREEMENT

Parties and Effective Date

This Software Purchase Agreement ("Agreement") is made and entered into as of Effective Date: by and between Buyer Name: ("Buyer"), and Seller Name: ("Seller").

Recitals

WHEREAS, Seller develops and owns the software products and related materials described in Schedule A (the "Software"); and WHEREAS, Buyer desires to purchase and obtain licenses to use the Software and Seller desires to sell such licenses on the terms set forth in this Agreement.

Definitions

Capitalized terms used in this Agreement shall have the meanings set forth herein. "Documentation" means the user manuals and installation instructions provided with the Software. "Deliverables" means the Software and any materials or code delivered by Seller to Buyer under this Agreement.

Purchase, License Grant and Delivery

1. Purchase and License Grant. Subject to the terms and payment of the Purchase Price, Seller grants Buyer a non-exclusive, non-transferable license to use the Software listed in Schedule A for the License Term and in accordance with the license scope specified in Schedule A.

2. Delivery. Seller shall deliver the Software and Documentation to Buyer by Delivery Date: . Delivery method:

Acceptance; Installation

Buyer shall have Acceptance Period (days): days following delivery to inspect and test the Software. If Buyer provides written notice of material nonconformity within the Acceptance Period, Seller shall, at Seller's expense, use commercially reasonable efforts to cure the nonconformity.

Installation Location and Instructions:

Purchase Price, Fees and Payment Terms

1. Purchase Price. Buyer shall pay Seller the fees set forth in the Itemized Price Schedule below (the "Purchase Price"). All amounts are stated in U.S. dollars unless otherwise indicated.

Description	Quantity	Unit Price	Amount

Subtotal Tax Shipping / Other Total Due

Payment Instructions and Late Fees

Payment Due Date: . Accepted payment methods:

Wire transfer Check ACH Credit card

Late Payment: Unpaid amounts shall accrue interest at the rate of and Buyer shall reimburse Seller for collection costs.

Taxes and Withholding

All fees are exclusive of taxes. Buyer shall be responsible for sales, use, value added and other similar taxes, except taxes based on Seller's net income. Seller TAX ID (if required):

Warranties; Disclaimer

Seller warrants that the Software will materially conform to the applicable Documentation for a period of Warranty Period (months): following Delivery. Seller's sole obligation under this warranty shall be to use commercially reasonable efforts to correct or provide a workaround for reproducible material defects.

EXCEPT FOR THE EXPRESS WARRANTY SET FORTH ABOVE, THE SOFTWARE IS PROVIDED "AS IS" AND SELLER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

Limitation of Liability

IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNTS PAID BY BUYER TO SELLER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. NEITHER PARTY SHALL BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES.

Indemnification

Seller shall indemnify and defend Buyer from and against any third-party claim alleging that the Software, as provided by Seller, infringes a third party's valid intellectual property rights, provided Buyer gives prompt written notice and cooperates in the defense. Buyer shall indemnify Seller against claims arising from Buyer's misuse of the Software or modification of the Software by Buyer.

Maintenance and Support

If applicable, Support Term (months): . Support Fees: . Support services shall be provided in accordance with Seller's standard support policies described in Schedule B.

Intellectual Property

All intellectual property rights in the Software and Documentation are and shall remain the exclusive property of Seller or its licensors. Buyer acquires only the license rights expressly granted in this Agreement; no ownership rights are transferred.

Term, Termination and Remedies

This Agreement commences on the Effective Date and continues for the License Term specified in Schedule A unless earlier terminated as provided herein. Either party may terminate for material breach if the breaching party fails to cure within thirty (30) days after written notice. Upon termination Buyer shall cease use of the Software and, if requested by Seller, certify destruction of copies.

Confidentiality

Each party shall keep confidential and not disclose the other party's Confidential Information. Confidential Information includes non-public business and technical information related to the Software, pricing and terms of this Agreement. Confidentiality obligations survive termination for three (3) years.

Governing Law; Dispute Resolution

This Agreement shall be governed by the laws of the State of: without regard to conflict of laws principles. The parties shall attempt to resolve disputes in good faith prior to initiating litigation.

Notices

Buyer Notice Address

Company Address Contact

Seller Notice Address

Company Address Contact

Additional Terms

Assignment: Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest by merger or sale of substantially all assets. Force majeure excuses performance for events beyond a party's reasonable control. This Agreement constitutes the entire agreement between the parties and supersedes prior proposals and agreements.

Notes, Special Instructions and Schedules

Buyer Name:

By:

Date:

Seller Name:

By:

Date:

What a Software Purchase Agreement Is and when it applies

A Software Purchase Agreement is a written contract that documents the sale or licensed transfer of software between a vendor and a purchaser. It defines what is being delivered (licenses, source code, installers), payment terms, delivery schedules, warranties, limitations of liability, support and maintenance commitments, intellectual property ownership, and termination rights. These agreements regulate commercial transactions for on-premises software, perpetual licenses, and many SaaS procurements when ownership or long-term license terms are transferred. Properly drafted, the agreement reduces commercial and legal uncertainty and creates measurable obligations for both parties.

Why a clear Software Purchase Agreement matters

A well-structured agreement allocates risk, clarifies deliverables, and sets payment and support expectations in writing to prevent disputes and ensure enforceability under ESIGN and UETA.

Who typically negotiates and signs this agreement

Final signature is typically executed by an authorized corporate officer or signing agent with delegated authority to bind the organization.

Procurement teams — manage vendor selection, cost, and purchasing approvals.
Legal counsel — review IP assignment, warranties, indemnities, and governing law.
IT and security — verify technical deliverables, integration needs, and compliance controls.

Core clauses to include in a professional agreement

Include clauses that clearly define rights, obligations, and remedies so the parties know what to expect and how disputes will be resolved.

License Grant

Specify license scope, permitted users, duration, and usage restrictions to avoid ambiguity over rights to run, copy, or modify the software.

Payment Terms

Detail price, invoicing schedule, taxes, and remedies for late payment including interest or suspension of services.

Acceptance & Delivery

Define delivery milestones, acceptance testing criteria, and remedies for failure to meet functional requirements.

Warranties & Disclaimers

Set express warranties for performance and disclaimers for consequential damages and implied warranties that may be limited by law.

Maintenance & Support

Describe support levels, response times, upgrade entitlements, and fees for ongoing maintenance or professional services.

IP & Confidentiality

Address ownership of preexisting IP, any assignment of deliverables, and obligations to protect confidential information.

Step-by-step: completing and executing the agreement

Follow a consistent process from drafting to signature to ensure completeness and a defensible audit trail.

01

Drafting: Assemble clauses and schedule exhibits.
02

Internal review: Legal and procurement approve terms.
03

Counterparty review: Exchange redlines and agree on changes.
04

Execution: Collect authorized signatures and retain the signed copy.

How to set up an online approval and signature workflow

Configure routing, signer order, and authentication to match your approval controls and compliance needs.

Field	Configuration
Signer Order	Define sequential or parallel signing order
Authentication	Select email link, SMS code, or KBA where required
Conditional Fields	Show/hide fields based on selections
Audit Trail	Enable full event logging and timestamps

Technical considerations for eSigning and distribution

Confirm the eSignature provider offers audit trails, secure storage, and any industry-specific compliance (for example HIPAA BAA) required by your organization.

Format Support: PDF, DOCX, and other office formats
Integrations: Salesforce, NetSuite, Google Workspace, Microsoft 365
Authentication: Email, SMS, KBA, SSO/SAML

Typical routing for an online Software Purchase Agreement

A predictable routing sequence reduces delays and ensures each approver sees the same document version.

Upload Document: Prepare final contract and attached exhibits
Place Fields: Add signature, date, and initial fields
Add Signers: Enter email addresses and assign roles
Send for Signature: Platform emails signers or generates secure link

Essential contract data and security details to record

Buyer TIN: Tax ID number

Seller TIN: Tax ID number

Encryption: AES-256 at rest

Transport: TLS 1.2/1.3 in transit

Audit Trail: Timestamps and IPs

BAA Required: If PHI is present

Practical drafting tips to reduce negotiation time

Use clear, objective language and attach technical and pricing exhibits to minimize ambiguous terms that lead to disputes.

Use defined terms consistently

Define capitalized terms (e.g., "Software", "Documentation") and use them consistently to reduce interpretation issues.

Attach technical exhibits

Include specs and acceptance criteria as exhibits so performance obligations are testable and auditable.

Limit liquidated damages

Consider capped remedies and an SLA-based credit model rather than uncapped consequential damages to ease seller concerns.

Clarify third-party components

List third-party libraries and license obligations to avoid downstream compliance surprises.

Common mistakes that delay execution

Using vague performance standards that lead to disagreements during acceptance testing.
Failing to specify license scope, causing accidental overuse or compliance failures.
Not confirming tax treatment for software which can create unexpected sales tax liabilities.
Missing delegated signature authority which invalidates the contract in practice.

Key risks and potential consequences to watch for

Sales Tax Exposure: Unpaid tax liability

IP Disputes: Litigation risk

Data Breach: Regulatory fines

Contract Voidance: Invalid signature authority

Support Gaps: Operational downtime

Termination Costs: Early termination fees

Common timelines and milestone deadlines to include

Specify clear dates for payment, delivery, acceptance, and renewal to avoid ambiguity about obligations and remedies.

Effective Date:

MM/DD/YYYY format; start of obligations

Delivery Milestone:

Date or timeframe for initial delivery

Acceptance Period:

Typical 15–30 day testing window

Payment Due:

Net 30 or negotiated term

Renewal Notice:

Often 30–90 days prior to renewal

eSignature vendor pricing and capability snapshot

Compare baseline price and core capabilities when choosing an eSignature provider for executing Software Purchase Agreements; signNow is listed first for comparison consistency.

	signNow	DocuSign	Adobe Sign	PandaDoc	HelloSign
Starting Price	$8/user/mo	$15/user/mo	$14/user/mo	$19/user/mo	$15/user/mo
Free Trial	7-day trial	Varies	Varies	Varies	Varies
Bulk Send	Yes	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No

Real-world examples of Software Purchase Agreement use

Examples illustrate how organizations adapt clauses for integration, compliance, or enterprise deployment.

Optica Ventures

Optica standardized its enterprise license terms to reduce negotiation time by 60%

Focused acceptance criteria in an exhibit
The result was fewer disputes, faster deployment, and clearer support obligations for both vendor and buyer.

Fertility Centers of Illinois

Fertility Centers required HIPAA controls and a BAA for SaaS services

Included encryption and breach notice timelines
This ensured PHI protections and reduced internal compliance review time during renewals.

Frequently asked questions and practical answers

Answers below address common execution, enforceability, and practical questions encountered when using Software Purchase Agreements.

Need help? Contact support

Can the agreement be signed electronically?
Yes. Electronic signatures are enforceable under the ESIGN Act (15 U.S.C. §7001) and UETA in most states. Verify any statutory exceptions that may apply to particular documents, such as those explicitly excluded from e-signature coverage.
Do I need a notary for the contract?
Generally no for ordinary software purchases. Notarization is rarely required unless local practice or a specific exhibit demands it. Use notarization when counterparties request extra authentication for corporate approvals.
What if the vendor requires source code escrow?
Source code escrow provisions should define triggering events, escrow agent duties, and verification testing. Include clear release conditions to protect the buyer if the vendor becomes insolvent or fails to meet obligations.
How should I handle software defects discovered after acceptance?
Define an acceptance window and post-acceptance remedy period in the agreement. Include cure timelines, severity-based SLAs, and limits on remedies such as credits or termination rights for unresolved defects.
Is a Business Associate Agreement required if PHI is involved?
Yes. If the software handles protected health information, execute a HIPAA Business Associate Agreement that specifies permitted uses, security standards, breach notification, and indemnification obligations.
Who can legally sign for a corporation?
An authorized officer or an individual granted written signatory authority may bind a corporation. Confirm delegated authority via corporate resolutions or a power of attorney if signature authority is unclear.

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