End User License Agreement Template and How to Draft One (2026)

What is an End User License Agreement, and when do you need one? An End User License Agreement (EULA) is the contract between the owner of a piece of software and the person or company that installs or uses it. It does not sell the software. It grants a licence: a limited, usually non-exclusive right to use the software on agreed terms, while the owner keeps the intellectual property. If you ship a desktop app, a mobile app, a downloadable tool, a plugin, firmware on a device, or any software a user installs or activates, a EULA is how you set the rules. You need a EULA whenever a user runs your software on their own device, rather than only accessing a hosted service through a browser. Pure cloud products usually rely on Terms of Service plus a subscription agreement instead, though many SaaS products still bundle a EULA for any downloadable component. The practical test: if code lands on the user's machine, a EULA protects you. This article is general guidance, not legal advice. Software licensing touches copyright, consumer protection and data law, which vary by jurisdiction, so have a qualified lawyer review a EULA before you rely on it. ## End User License Agreement template Copy the block below and fill the bracketed fields. It is written for a standard proprietary software licence. ```

END USER LICENSE AGREEMENT This End User License Agreement ("Agreement") is a legal agreement between you ("Licensee" or "you") and [COMPANY NAME], [address] ("Licensor", "we", "us"), for the software product [PRODUCT NAME], including its code, documentation and any updates ("Software"). By installing, copying, activating or using the Software, you agree to this Agreement. If you do not agree, do not install or use the Software. 1. LICENCE GRANT We grant you a non-exclusive, non-transferable, revocable licence to install and use the Software on [NUMBER] device(s) for your [personal / internal business] use, subject to this Agreement and payment of any applicable fees. 2. LICENCE TYPE AND TERM [Perpetual licence for version [X]] OR [Subscription licence for the period you have paid for]. The licence takes effect on [acceptance / activation] and continues until terminated under clause 9. 3. RESTRICTIONS You must not: (a) copy the Software except for one backup; (b) sell, rent, sublicense or distribute it; (c) reverse engineer, decompile or disassemble it, except to the extent the law allows this and you cannot be prevented from doing so; (d) remove any notices; or (e) use it to build a competing product. 4. OWNERSHIP The Software is licensed, not sold. We and our licensors own all intellectual property in the Software. You own your own data and any content you create with the Software. 5. UPDATES AND SUPPORT [We may provide updates at our discretion] OR [Support and updates are provided per the plan you purchased]. Updates are governed by this Agreement unless they come with new terms. 6. THIRD-PARTY AND OPEN-SOURCE COMPONENTS The Software may include third-party or open-source components listed at [location]. Those components are licensed under their own terms, which apply to that component. 7. DATA AND PRIVACY Our handling of personal data is described in our Privacy Policy at [URL], which forms part of this Agreement. 8. WARRANTY AND DISCLAIMER [Limited warranty: the Software will perform substantially as documented for [N] days; your sole remedy is repair, replacement or refund.] Except for that, the Software is provided "as is" to the extent the law allows. 9. LIMITATION OF LIABILITY To the extent the law allows, our total liability under this Agreement is limited to [the fees paid in the last 12 months / INR amount]. We are not liable for indirect or consequential loss. Nothing in this clause limits liability that cannot be limited by law. 10. TERMINATION This licence ends automatically if you breach it. On termination you must stop using and delete all copies of the Software. 11. GOVERNING LAW AND DISPUTES This Agreement is governed by the laws of [jurisdiction], and disputes are subject to [courts / arbitration seat]. 12. GENERAL [Entire agreement; no waiver; severability; assignment; notices.] Licensor: [COMPANY NAME] Effective date: [DATE]

- **Licence grant (clause 1).** Decide the scope honestly: how many devices or seats, personal or business use, and whether it is transferable. A tight grant is easier to enforce than a vague one.
- **Licence type and term (clause 2).** Perpetual licences cover one version forever; subscription licences end when payment stops. Say which, and say what happens to the user's access when a subscription lapses.
- **Restrictions (clause 3).** List what the user cannot do. Keep the reverse-engineering carve-out, because many jurisdictions give users a non-excludable right to reverse engineer for interoperability.
- **Ownership (clause 4).** Make the "licensed, not sold" point clearly, and be equally clear that the user keeps their own data and content. That balance builds trust and avoids disputes.
- **Warranty and liability (clauses 8 and 9).** Decide between a short limited warranty and a pure "as is" position. Cap liability to a real number, and keep the carve-out for liability that the law will not let you exclude, such as death or personal injury from negligence in many jurisdictions.
- **Governing law (clause 11).** Pick the jurisdiction where your company is based unless there is a strong reason not to. Match the dispute forum to it. ## Common mistakes to avoid - Relying on a EULA for a hosted service that users never install. Use Terms of Service for that.
- Copying a US EULA word for word for an Indian or UK product. Consumer law, unfair-terms rules and enforceability of liability caps differ by country.
- Forgetting the open-source notices. If you ship GPL, MIT or Apache-licensed components, their terms travel with your product and must be acknowledged.
- A liability cap of zero. Many courts will not enforce a clause that strips all remedy, and consumer-protection rules often override it. ## A note on jurisdiction How a EULA is treated varies by jurisdiction. In India, a EULA is a contract under the Indian Contract Act, 1872, with copyright protection under the Copyright Act, 1957, and click-wrap acceptance recognised under the Information Technology Act, 2000. Consumer transactions also engage the Consumer Protection Act, 2019, which limits how far you can disclaim liability to a consumer. In the UK and EU, consumer-rights and unfair-terms rules restrict "as is" disclaimers and liability caps against consumers, and reverse-engineering rights for interoperability cannot be fully excluded. In the US, enforceability of click-wrap terms turns on clear notice and assent. Where your users are consumers rather than businesses, assume your freedom to disclaim is narrower, and say "varies by jurisdiction" rather than assume one version fits every market. ## Where a contract workspace helps A template gets you a solid first EULA. The ongoing work is everything around it: keeping the licence grant and restrictions consistent as the product changes, checking each version for weak or unenforceable clauses before release, tracking which customers are on which licence terms, and keeping older signed or accepted versions straight when you update the agreement. An AI contract workspace tuned to your company can hold all of that in one place: drafting a EULA from your own licensing terms, reviewing each version for weak or unenforceable clauses, and tracking which customers accepted which licence. [Adira](https://adiralaw.com) is one AI workspace built for teams who license software this way. This template alone is enough to put a fair EULA in place; a workspace just keeps drafting, review and version tracking as one connected job for your software licences.