Software License Agreement in Poland: 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 Poland software is protected by copyright under a dedicated 1994 statute that has strict rules on how use is granted: you must name the fields of exploitation, and an exclusive licence must be in writing. Get those wrong and the grant can fail. 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 Polish lawyer. ## What law governs a software license in Poland? Software is protected as a work by the Polish Act of 4 February 1994 on Copyright and Related Rights (Ustawa o prawie autorskim i prawach pokrewnych). The special provisions for computer programs sit in Articles 74 to 77(2), which transpose the EU Software Directive (2009/24/EC). The contract itself rests on the Civil Code of 23 April 1964. Four rules drive the drafting: - Fields of exploitation (pola eksploatacji). Under Article 41, any transfer or licence covers only the fields of exploitation expressly named in the contract. A grant that fails to list them does not cover the uses it leaves out. Only fields known at the time of contracting can be licensed.

• Form of the licence. An exclusive licence must be in writing on pain of nullity (Article 67(5)). A non-exclusive licence does not need written form, but writing is still sensible for proof.
• Sublicensing. Unless the contract says otherwise, a licensee may not authorise a third party to use the work within the scope of its licence (Article 67(3)). If you want the customer to sublicense, say so expressly.
• Lawful-user rights. Under Article 75, unless the contract provides otherwise, a lawful user may do what is necessary to use the program as intended, including correcting errors, and may make a back-up copy where necessary. Decompilation to achieve interoperability is permitted within strict limits, and those interoperability and back-up rights cannot be excluded by contract. ## Key clauses in a Polish software license - Grant and fields of exploitation: the exact uses granted, listed as fields of exploitation; installation, running, reproduction, and any adaptation.
• Exclusive or non-exclusive: state which; if exclusive, keep the licence in writing.
• Sublicensing: permitted only if expressly allowed.
• Restrictions: copying and modification limits, drafted around the mandatory lawful-user rights so they stay enforceable.
• Ownership and IP: the supplier keeps the copyright; the customer gets the licensed uses only.
• Delivery, acceptance and maintenance: delivery method, acceptance test, and whether updates or support are included.
• Fees and audit: licence and maintenance fees, and usage audit rights.
• Warranties and IP indemnity: performance to documentation and non-infringement.
• Open-source components: disclose them and allocate responsibility for their licences.
• Liability: caps and exclusions, within the Article 473 Civil Code limit on excluding intentional harm.
• Data protection: GDPR and the Act of 10 May 2018 where the software processes personal data.
• Term, termination and governing law: duration, effect on the licence, and Polish law and forum. ## A simple drafting skeleton 1. Parties and date

2. Definitions
3. Grant and fields of exploitation
4. Exclusive or non-exclusive, and form
5. Sublicensing (only if allowed)
6. Permitted use and restrictions
7. Lawful-user rights (acknowledged, not excluded)
8. Ownership and intellectual property
9. Delivery, acceptance and maintenance
10. Fees and audit
11. Open-source components
12. Warranties and IP indemnity
13. Limitation of liability (Article 473 limit respected)
14. Confidentiality and data protection
15. Term, termination and governing law (Polish)
16. Signatures ## Common mistakes - Granting a licence without listing the fields of exploitation, so some uses are not covered.

• Making an exclusive licence orally, which is void for want of written form.
• Assuming the customer can sublicense without an express clause.
• Trying to ban back-up copies or decompilation for interoperability, which the mandatory user rights override.
• Trying to exclude liability for intentional harm, which Article 473 forbids. ## Keeping a software licensing portfolio under control If you license software to many customers, the hard part is tracking which fields of exploitation each grant covers, which are exclusive, and which maintenance term applies. That work (drafting from a tuned template, flagging missing fields of exploitation or form defects, 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 Polish law. More at Adira. The law above stands on its own. ## Bottom line A Polish software license is governed by the Copyright Act of 4 February 1994 (Articles 74 to 77(2) for computer programs). List the fields of exploitation, put any exclusive licence in writing, grant sublicensing expressly if you want it, respect the mandatory lawful-user rights, and get Polish advice before signing a real deal.