White Label Software License Agreement Template for Australia

A white label software licence agreement lets one business license existing software from a developer and resell it under its own brand to its own customers. It covers the grant of rights, intellectual property ownership, support, fees, the term, warranties, and how the product can be marketed. This arrangement lets you offer a finished software solution without building it in-house. Under Australian law these agreements sit within intellectual property and consumer protection legislation that protects both the licensor and the licensee.

What is a white label software licence agreement?

It is a contract where the software owner keeps copyright and underlying IP but grants the reseller the right to rebrand, distribute, and support the product under a different name. The reseller takes the commercial relationship with end users while the developer maintains the code and platform. This is distinct from a white label services agreement, which covers delivery of a service rather than the licensing of software, and from a general reseller arrangement where no rebranding occurs.

When do you need this document?

You need one when you plan to sell proven software under your own brand instead of developing it yourself. It suits businesses entering new markets, founders accelerating a product roadmap, and established tech services companies diversifying without heavy R&D spend. The agreement matters when you intend to customise the product's appearance, integrate it with your own systems, or include it inside a wider branded offering. It is also important where the software handles customer data or where you need service level guarantees to protect your reputation with end users.

What does a white label software licence agreement include?

A complete agreement typically covers:

• Grant and scope. The territories, customer segments, and use cases the licensee may serve, plus any usage limits on seats, instances, or volume.
• Intellectual property ownership. The developer keeps copyright in the code; the licensee gets defined rebranding and distribution rights.
• White labelling and branding. How the licensee can apply its own trade marks, logos, and content, and what the licensor controls.
• Custom work and integration. Any bespoke configuration, custom features, or connections to the licensee's systems and platform.
• Support, maintenance, and service levels. Response times, update responsibilities, and escalation points between the company and its client.
• Warranties and conditions. What the licensor warrants about the software's performance, uptime, and freedom from material defects, and the conditions on which the licence is granted.
• Fees and costs. Initial fees, ongoing royalties, and any volume-based or per-sale pricing.
• Data handling and privacy policy. Obligations tied to the Australian Privacy Principles where the software processes personal information.
• Term, renewal, and termination. How long the licence runs, how it renews, and what happens to branded deployments on exit, including on a material breach by either party.
• Risk, liability, and indemnities. How risk is shared, especially given consumer guarantees that cannot be excluded.

Key legal considerations

Define intellectual property ownership clearly so the original developer retains copyright while the licensee holds specific rebranding and distribution rights. Set the scope precisely, with explicit permissions for territories, customer segments, and use cases, and state any usage limits. Detail technical support, including response times, update obligations, and maintenance schedules. Spell out warranties and the conditions attached to the licence, including what counts as a material breach and the remedies that follow. Make the fee structure transparent across initial fees, ongoing royalties, and volume-based pricing. Liability limits and indemnities protect both parties, which matters under Australia's consumer protection regime. Data provisions and a clear privacy policy should address obligations where the software processes personal information subject to the Privacy Act 1988.

How is it different from related agreements?

The table below shows how this template relates to its nearest siblings so you can pick the right one.

You can browse the full set of related documents on the templates library. If you need help getting a version ready to sign in 2026, GenieAI drafts, reviews, and redlines the agreement against your own playbook.