The Software License Agreement is a crucial legal document used when a software provider wishes to grant rights to use their software while retaining ownership of the intellectual property. Under Dutch law, this agreement must comply with both national legislation (particularly the Dutch Civil Code and Copyright Act) and EU regulations (including GDPR and the Software Directive). It's essential for any software deployment in the Netherlands, whether for standard off-the-shelf products or customized solutions. The agreement covers critical aspects such as license scope, usage rights, fees, maintenance, warranties, and liability limitations, while addressing specific Dutch legal requirements regarding contract formation, performance, and termination. It's particularly important for business-to-business transactions but can also be adapted for consumer licensing with additional consumer protection provisions.

1. Parties: Identification of the licensor and licensee, including full legal names, registration numbers, and registered addresses

2. Background: Context of the agreement, brief description of the software, and purpose of the license

3. Definitions: Detailed definitions of key terms used throughout the agreement, including 'Software', 'Documentation', 'Intellectual Property Rights', 'Licensed Users', etc.

4. License Grant: Scope of the license, including type (exclusive/non-exclusive), territory, and permitted uses

5. License Restrictions: Specific prohibitions and limitations on use of the software

6. Delivery and Installation: Terms regarding software delivery, installation requirements, and acceptance procedures

7. License Fees: Payment terms, fee structure, and payment schedule

8. Intellectual Property Rights: Ownership of IP rights, protection measures, and handling of infringement claims

9. Warranties and Representations: Warranties regarding software performance, compliance with specifications, and non-infringement

10. Support and Maintenance: Basic terms for technical support and software maintenance

11. Confidentiality: Protection of confidential information exchanged between parties

12. Liability and Indemnification: Limitations of liability and indemnification obligations

13. Term and Termination: Duration of the agreement, renewal terms, and termination rights

14. Post-Termination Obligations: Actions required upon termination, including return or destruction of software

15. General Provisions: Standard clauses including governing law, jurisdiction, entire agreement, and amendment procedures