As Is License Agreement Template for the United States

An As Is License Agreement is a legal contract that grants usage rights to property, software, or intellectual assets while explicitly disclaiming all warranties and limiting the licensor's liability. Under United States law, these agreements must comply with specific federal and state requirements to ensure the warranty disclaimers are legally enforceable and protect the licensor from potential claims.

When do you need this document?

You need an As Is License Agreement when licensing software with known bugs or limitations, transferring equipment that may have wear or defects, or granting rights to intellectual property where you cannot guarantee performance. This agreement is essential for startups licensing beta software, manufacturers selling refurbished equipment, or inventors licensing unproven technology. It's also crucial when licensing legacy systems, open-source modifications, or any property where comprehensive testing or warranties would be cost-prohibitive. The agreement protects you from warranty claims while still allowing beneficial use of your assets.

Key legal considerations

The warranty disclaimer must be conspicuous and clearly stated to meet UCC Section 2-316 requirements, often using bold text or capital letters for the "AS IS" language. You must specifically disclaim both express and implied warranties, including merchantability and fitness for particular purpose. The limitation of liability clause should define maximum damages and exclude consequential or indirect damages. Consider including indemnification provisions to protect against third-party claims. The license scope must be clearly defined, specifying permitted uses, restrictions, and whether the license is exclusive or non-exclusive. Termination provisions should address what happens to the licensed property and any derivative works upon agreement end.

Legal requirements in United States

Under the Uniform Commercial Code, warranty disclaimers must be conspicuous and use specific language to be enforceable, particularly for goods transactions. The Copyright Act of 1976 governs intellectual property aspects, requiring compliance with federal copyright licensing requirements. State contract laws vary but generally require consideration, mutual assent, and lawful purpose for enforceability. Some states have specific consumer protection laws that may limit warranty disclaimers in certain transactions. The Digital Millennium Copyright Act applies to digital content licensing and may require specific notice provisions. Federal antitrust laws prohibit anti-competitive licensing practices, particularly in exclusive arrangements that could create market monopolies.