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

A software license agreement gives a user the right to use software the licensor owns, on defined terms, without transferring ownership. In Italy these agreements are governed mainly by copyright law, which protects software as a literary work and, importantly, gives the lawful user certain rights that a contract cannot take away. This guide explains the local law, the clauses that matter, and a template outline. It is general information, not legal advice. ## How is software protected in Italy? Software is protected as a copyright work under the Italian Copyright Law (Law No. 633 of 1941, the Legge sul diritto d'autore). Computer programs were brought squarely within it by Legislative Decree No. 518 of 1992, which implemented EU Directive 91/250/EEC on the legal protection of computer programs. The relevant provisions are Articles 64-bis, 64-ter and 64-quater, which cover the exclusive rights in software and the lawful user's rights. Protection arises on creation, so no registration is needed, although a special public software register exists at SIAE and can provide evidence of a date. ## The user rights a contract cannot override This is the Italian feature that distinguishes a software license here. Articles 64-ter and 64-quater give the lawful user certain rights, and contract terms that conflict with some of them are void: - The right to make a back-up copy necessary for use cannot be prevented by contract.

• The right to observe, study and test the functioning of the program to determine its ideas and principles, while performing acts the user is entitled to do, cannot be prevented by contract.
• Decompilation is permitted within narrow conditions to achieve interoperability, and contract terms blocking it in those conditions are void. A license can restrict reverse engineering generally, but it cannot override these specific statutory rights. Blanket no-reverse-engineering language should be qualified with words such as except to the extent the law allows. ## The onerous clause approval rule Where the license is presented as standard terms the licensor drafted, Articles 1341 and 1342 of the Civil Code require specific written approval of onerous clauses, such as limitations of liability, the licensor's right to withdraw or suspend, tacit renewal, and arbitration or forum clauses. In practice this means a separate signature block approving those clauses by number. Without it, those clauses can be unenforceable against the licensee. ## Key clauses in a software license agreement | Clause | What it should cover | | --- | --- | | Grant of licence | Scope: perpetual or term, exclusive or non-exclusive, users or devices | | Permitted use | Internal use, environments, locations, usage metrics | | Restrictions | No reverse engineering except as the law allows, no sublicensing or transfer | | Delivery and acceptance | How the software is delivered and accepted | | Fees and payment | Licence and maintenance fees, VAT, late payment interest | | Intellectual property | Licensor keeps ownership; treatment of feedback and custom work | | Maintenance and support | Updates, patches, support levels, if included | | Warranties | Limited warranty and disclaimers to the extent allowed | | Indemnity | IP infringement indemnity from the licensor | | Limitation of liability | Cap and exclusion of indirect loss, with specific approval | | Confidentiality | Protect source code and non-public materials | | Term and termination | Duration, termination for breach, effect on the licence | | Audit | Right to verify compliance with usage limits | | Governing law and disputes | Italian law, court or arbitration | ## Open-source components Most commercial software includes open-source components under their own licences. The agreement should identify that open-source is used, confirm the licensor's right to distribute it, and make clear those components are governed by their own licences. This prevents a mismatch between what the license grants and what the underlying open-source terms require. ## A template outline you can adapt 1. Parties and definitions

2. Grant of licence and scope
3. Permitted use and restrictions, qualified by statutory user rights
4. Delivery, installation and acceptance
5. Fees, VAT and payment
6. Maintenance and support, if any
7. Intellectual property and open-source components
8. Warranties and disclaimers
9. IP infringement indemnity
10. Limitation of liability
11. Confidentiality
12. Term and termination
13. Audit rights
14. Governing law and dispute resolution, with specific approval of onerous clauses ## Common mistakes to avoid - Blanket no-reverse-engineering clauses that override the user's non-waivable rights under Articles 64-ter and 64-quater.

• Omitting the specific approval of onerous clauses under Articles 1341 and 1342.
• A vague licence grant that does not define users, devices or term.
• Ignoring open-source components already inside the software.
• No IP infringement indemnity to protect the licensee. ## Keeping software licences organised A software business licenses to many customers, and a buyer licenses many products. Either way the work repeats: draft from a consistent template, check the grant and the caps, qualify the restrictions against statutory rights, track renewal and maintenance dates, and keep the signed version straight. In scattered files, usage limits and renewal dates get lost. Teams increasingly keep drafting, per-clause risk review, version history and date tracking in one connected workspace. Adira is an AI contract workspace built for that. Adira is India-first today, and deeper non-India jurisdiction support, including Italy, is on its roadmap, so confirm Italian copyright specifics with local counsel. This article is general information and not legal advice.