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

A software license agreement gives a customer the right to use software the supplier owns, without transferring the copyright. In Belgium software is protected by copyright, and some user rights are mandatory and cannot be signed away, so a license has to be drafted around them. This guide covers the law, the key clauses and a working skeleton. It is general information, not legal advice; confirm a live deal with a Belgian lawyer. ## What law governs a software license in Belgium? Software is protected as a literary work by copyright. The rules sit in Book XI of the Belgian Code of Economic Law (on intellectual property), which transposes the EU Software Directive (Directive 2009/24/EC on the legal protection of computer programs). The contract itself rests on general contract law in Book 5 of the Civil Code, and the B2B unfair terms rules in Book VI apply to business deals. Three features follow from copyright law: - A license is permission, not a sale. The supplier keeps ownership and grants a defined right to use. Any assignment of rights should be explicit and in writing.

• Lawful-user rights are mandatory. Under the Software Directive as transposed, a lawful user may, even against contrary contract terms, make a back-up copy where necessary, observe and study the program to understand its ideas, and decompile it to achieve interoperability within strict limits. A clause trying to remove these is unenforceable.
• Exhaustion on sale of a copy. The first sale of a copy in the EEA by or with the rightholder's consent exhausts the distribution right in that copy, a point that has shaped the resale of licensed software. ## Key clauses in a Belgian software license - Grant and scope: what is licensed, on what systems, for how many users, and whether exclusive or non-exclusive, perpetual or term.
• Permitted use and restrictions: copying, modification and sublicensing limits, drafted around the mandatory lawful-user rights so the restrictions stay enforceable.
• Ownership and IP: the supplier keeps the copyright; the customer gets the licensed rights only.
• Delivery, acceptance and maintenance: how the software is delivered, any acceptance test, and whether updates or support are included.
• Fees: licence fees, maintenance fees, and audit rights over usage.
• Warranties: that the software performs to its documentation and does not infringe third-party rights.
• Liability: caps and exclusions, tested against the B2B unfair terms grey list.
• Open-source components: disclose and allocate responsibility for any open-source code and its licence terms.
• Data protection: GDPR and the Data Protection Act of 30 July 2018 where the software processes personal data.
• Term and termination: duration, effect on the licence and on data, and survival of key terms.
• Governing law and forum: Belgian law and a chosen court or arbitration seat. ## A simple drafting skeleton 1. Parties and date

2. Definitions
3. Grant of licence and scope
4. Permitted use and restrictions
5. Lawful-user rights (acknowledged, not excluded)
6. Ownership and intellectual property
7. Delivery, acceptance and maintenance
8. Fees and audit
9. Open-source components
10. Warranties
11. Intellectual property indemnity
12. Limitation of liability (tested against the B2B grey list)
13. Confidentiality and data protection
14. Term and termination
15. Governing law (Belgian) and dispute resolution
16. Signatures ## Common mistakes - Trying to ban back-up copies or decompilation for interoperability, which the mandatory lawful-user rights override.

• Confusing a licence with an assignment, or leaving an assignment of rights unwritten.
• Ignoring open-source components and their obligations.
• Setting a one-sided liability cap that the B2B unfair terms rules may strike down.
• Forgetting a data protection agreement where the software processes personal data for the customer. ## Keeping a software licensing portfolio under control If you license software to many customers, the hard part is tracking which grant each one has, which maintenance term applies, and whether a restriction still holds against the mandatory user rights. That work (drafting from a tuned template, flagging risky clauses, tracking renewals and keeping versions straight) is what an AI contract workspace can hold in one place. Adira is built for this, with per-clause risk review and plain-English clause editing; it is India-first today with other jurisdictions on its roadmap, so verify local depth before relying on it for Belgian law. More at Adira. The law above stands on its own. ## Bottom line A Belgian software license is shaped by copyright in Book XI of the Code of Economic Law, which transposes the EU Software Directive, and by mandatory lawful-user rights that no clause can remove. Draft the grant and restrictions around those rights, handle open source and data protection, test your liability cap against the B2B rules, and get Belgian advice before signing a real deal.