Office Independence Systems

Software License Agreement

Sample copy · last updated August 6, 2026

This is the agreement that governs the software itself — what you get, what you pay, and what you may do with the code. We publish it before you ask, because a company telling you to stop renting your software should be willing to show you the paperwork first.

Plain English, before the legal English. This panel is a summary, not the agreement. Where the summary and the text below disagree, the text controls.

This is a sample. Fields shown like [THIS] are completed for each engagement — company names, dates, and the specifics of your deployment. We publish the template unedited so you can read exactly what you would be signing before you ever talk to us.

This Master Software License and Services Agreement (the “Agreement”) is entered into as of [EFFECTIVE DATE] (the “Effective Date”) by and between QRA Enterprises Ltd, an Ohio limited liability company doing business as Office Independence Systems, with its principal place of business at [PROVIDER ADDRESS, Cincinnati, OH] (“Provider”), and [CLIENT LEGAL NAME], [CLIENT ENTITY TYPE & STATE], with its principal place of business at [CLIENT ADDRESS] (“Client”). Provider and Client are each a “Party” and together the “Parties.”

Recitals

A. Provider has independently developed a proprietary office-management software application for trade contractors that provides estimating, change orders, invoicing, an activity channel, administrative access control, check logging, document generation, and AIA-style progress billing (the “Software”).

B. Client wishes to license the Software for its own internal business operations, and Provider wishes to grant that license and provide related implementation, training, and monitoring services, on the terms below.

NOW, THEREFORE, in consideration of the mutual promises below, the Parties agree as follows:

1. Definitions

1.1 “Deployment” means a single installation of the Software configured for Client and operating on the Client Infrastructure identified in Exhibit A.

1.2 “Client Infrastructure” means the servers, hosting environment, and systems owned or controlled by Client on which the Software is installed and operated.

1.3 “Documentation” means the user and administrator materials Provider makes available for the Software.

1.4 “Acceptance” has the meaning given in Section 4.3.

1.5 “Monitoring Period” means the 30-day remote monitoring window described in Section 4.2.

2. License Grant and Ownership

2.1 License. Subject to Client’s payment of the License Fee and compliance with this Agreement, Provider grants Client a perpetual, non-exclusive, non-transferable license to install, operate, use, and modify one (1) Deployment of the Software, including its source code, and the Documentation for Client’s own internal business operations.

2.2 Perpetual. The license is perpetual and does not expire, and survives termination of any support or services, except that it may be terminated for Client’s uncured material breach as provided in Section 12.

2.3 Client Ownership of Deployment. The Software runs on, and its operational data resides on, the Client Infrastructure. Client owns its Client Infrastructure and all business data it enters into the Software.

2.4 Provider Ownership of Software; Client Ownership of Its Modifications. Provider retains all right, title, and interest in and to the Software as delivered by Provider, the Documentation, and all related intellectual property, including all source code and object code. As between the Parties, Client owns each modification, enhancement, or derivative work that Client or a Permitted Contractor creates from the Software (each, a “Client Modification”). Client Modifications remain subject to Section 3, may not be separated from the Software, and may not be distributed, sold, sublicensed, or otherwise commercialized. Provider retains all right, title, and interest in the underlying Software on which any Client Modification is built. Except for the licenses expressly granted in this Section 2, no title to or ownership of the Software passes to Client, and all rights not expressly granted are reserved by Provider.

2.5 Source Code Delivery. On Acceptance, Provider will deliver to Client a complete copy of the source code for the Deployment, together with the build and deployment instructions reasonably necessary for Client to compile, install, and operate it. The source code is delivered under the PolyForm Internal Use License 1.0.0 (https://polyformproject.org/licenses/internal-use/1.0.0), as supplemented and, where inconsistent, superseded by this Agreement. The source code is Provider’s confidential information under Section 11.

2.6 Right to Repair. Client may inspect, diagnose, repair, modify, and extend the Software for its own internal business operations at any time, without Provider’s consent and without notice to Provider, subject only to Section 3. Neither the end of the Monitoring Period nor any unwillingness or inability of Provider to perform further work limits this right. Client may instead engage Provider to perform modifications as separately-quoted work under Section 5.4.

3. Restrictions and Covenants

Client shall not, and shall not permit any third party to:

4. Implementation, Training, and Monitoring (“2-3-30”)

4.1 Deployment and Training. Provider will (a) deploy and configure the Software on the Client Infrastructure within approximately two to three (2–3) business days, and (b) provide approximately two to three (2–3) business days of user and administrator training, in each case per the schedule in Exhibit A. Provider targets full onboarding within one (1) week of the Effective Date.

4.2 Remote Monitoring. For thirty (30) days following Acceptance, Provider will remotely monitor the Deployment and correct defects that prevent the Software from operating in substantial conformance with the Documentation, at no additional charge. Provider’s monitoring and correction obligations do not extend to any defect caused by or arising from a Client Modification, or from code Provider did not deliver.

4.3 Acceptance. The Software is deemed accepted (“Acceptance”) upon the earlier of (a) Client’s written confirmation, or (b) [FIVE (5)] business days after deployment and training are complete without Client’s written notice of a material, reproducible defect.

4.4 Supported Platforms. Deployment fees and timelines assume the Client Infrastructure matches a Provider-supported platform listed in Exhibit B. Work required to support any other platform is out-of-scope custom work, billed under Section 5.4.

5. Fees and Payment

5.1 License Fee. Client shall pay a one-time perpetual license fee of $20,000 USD (the “License Fee”), which includes the implementation, training, and 30-day monitoring described in Section 4.

5.2 Payment Schedule. The License Fee is due [50% on signing / 50% on Acceptance — or specify]. Invoices are payable within [15] days. Amounts not paid when due accrue interest at 1.5% per month or the maximum rate permitted by Ohio law, whichever is less.

5.3 Post-Delivery Terms (“Day-31”). The Parties acknowledge and agree, as of signing, that after the 30-day Monitoring Period (i.e., from day 31): (a) the engagement is complete and Provider has no ongoing support, maintenance, hosting, update, or availability obligation, except only for an optional retainer separately elected under Section 6.3; (b) any further work is billable under Section 5.4; and (c) Client is solely responsible for the operation, backup, and security of the Client Infrastructure.

5.4 Custom and Out-of-Scope Work. Add-on modules (for example, job costing, additional connectors, or LIDAR estimating), new-platform integrations, and other work outside Exhibit A are provided only under a separate signed order or statement of work at Provider’s then-current rates.

5.5 Taxes. Fees are exclusive of taxes. Client is responsible for all sales, use, and similar taxes, excluding taxes on Provider’s net income.

6. No Ongoing Maintenance; Optional Retainer

6.1 One-Time Deliverable. The engagement is a one-time deliverable. After the 30-day monitoring period ends (Section 4.2), Provider has no ongoing support, maintenance, hosting, availability, or update obligation of any kind. The Software is licensed on an as-delivered basis for Client to operate on its own.

6.2 Discrete Follow-On Work. If Client later wants changes, fixes, enhancements, or add-on modules, Provider may provide them as discrete, separately-quoted work under Section 5.4. Client is not obligated to purchase, and Provider is not obligated to provide, any such work.

6.3 Optional Retainer. Only if Client requests an ongoing relationship, and only if Provider agrees in a separate signed order, Provider may provide a monthly retainer at [$2,000] per month, which includes up to [8] hours of Provider’s time per month. Unused hours do not carry over. Time beyond the included hours is billed at [$XXX] per hour. The retainer carries no guaranteed response time or service-level commitment, and has a minimum term of [3] months. Either Party may decline to renew at the end of any term.

7. Intellectual Property Warranty

7.1 Original Development. Provider represents and warrants that the Software was developed independently by Provider, is Provider’s original work, and was not copied or derived from the proprietary source code, materials, or trade secrets of any third party, including any current or former employer of Provider’s personnel.

7.2 Non-Infringement. Provider represents and warrants that, to its knowledge, the Software as delivered does not infringe any United States patent, copyright, trademark, or trade secret of any third party.

7.3 AIA-Style Billing. The Software provides progress-billing features in an AIA-style format (G702/G703-style layout) and a data export for use with Client’s own licensed billing software. The Software is not sponsored by, affiliated with, or endorsed by The American Institute of Architects (“AIA”), and does not include or license genuine AIA® documents. Client is solely responsible for obtaining any license required to produce official AIA forms.

8. Limited Warranty and Disclaimer

8.1 Limited Warranty. Provider warrants that, for the 30-day monitoring period, the Software will operate in substantial conformance with the Documentation. Client’s sole remedy for breach is Provider’s reasonable effort to correct the non-conformity or, if it cannot, a pro-rata refund of the License Fee. This warranty does not apply to any Deployment modified by anyone other than Provider, or to any non-conformity arising from a Client Modification. This limited warranty controls over, and is not limited by, any disclaimer of warranties in the PolyForm Internal Use License under which the source code is delivered under Section 2.5.

8.2 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SOFTWARE IS PROVIDED “AS IS” AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

9. Indemnification

9.1 By Provider. Provider will defend and indemnify Client against third-party claims that the Software, as delivered, infringes that third party’s U.S. intellectual property rights, and will pay damages finally awarded, provided Client promptly notifies Provider and lets Provider control the defense. This is Provider’s entire liability for infringement. Provider has no indemnification obligation for any claim arising from a Client Modification or from the combination of the Software with anything Provider did not deliver.

9.2 By Client. Client will defend and indemnify Provider against third-party claims arising from Client’s data, Client’s use of the Software in violation of this Agreement, or Client’s Client Infrastructure.

10. Limitation of Liability

10.1 EXCLUSION. NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS OR LOST DATA, EVEN IF ADVISED OF THE POSSIBILITY.

10.2 CAP. EACH PARTY’S TOTAL LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE LICENSE FEE ACTUALLY PAID BY CLIENT.

11. Confidentiality

11.1 Governed by the NDA. The Parties’ confidentiality obligations are governed by the Mutual Confidentiality and Non-Disclosure Agreement between the Parties dated [NDA DATE] (the “NDA”), which remains in full force and effect and is expressly not superseded, merged into, or terminated by this Agreement. If no NDA is in effect between the Parties, then each Party will protect the other’s confidential information with the same care it uses for its own (at least reasonable care), use it only to perform this Agreement, and not disclose it except to personnel with a need to know. The Software, its structure, and Provider’s pricing are Provider’s confidential information. If any provision of this Agreement conflicts with the NDA, the provision more protective of the disclosing Party’s confidential information controls.

12. Term and Termination

12.1 Term. This Agreement begins on the Effective Date and continues until terminated. The license granted in Section 2 is perpetual and survives, except as provided below.

12.2 Termination for Breach. Either Party may terminate for the other’s material breach not cured within thirty (30) days after written notice. If Client materially breaches Sections 3, 5, or 11 and does not cure, Provider may terminate the license.

12.3 Survival. Sections 2.4, 3, 5, 7, 8.2, 9, 10, 11, and 13 survive termination.

13. General

13.1 Governing Law. This Agreement is governed by the laws of the State of Ohio, without regard to conflicts of law. The Parties consent to the exclusive jurisdiction of the state and federal courts located in [Hamilton County, Ohio].

13.2 Assignment. Client may not assign this Agreement without Provider’s prior written consent, except to a successor of all of its business that agrees in writing to be bound. Provider may assign freely.

13.3 Independent Contractors. The Parties are independent contractors; nothing creates a partnership, joint venture, or agency.

13.4 Notices. Notices must be in writing and sent to the addresses above (or as updated in writing) and are effective on receipt.

13.5 Entire Agreement; Amendment. This Agreement, including its Exhibits, is the entire agreement and supersedes all prior discussions, except that the Mutual Confidentiality and Non-Disclosure Agreement between the Parties dated [NDA DATE] survives the execution of this Agreement and is not superseded, merged into, or terminated by it. This Agreement may be amended only by a writing signed by both Parties. Any pre-printed terms on a Client purchase order are rejected.

13.6 Severability; Waiver. If any provision is unenforceable, the rest remain in effect and the provision is modified to the minimum extent necessary. No waiver is effective unless in writing.

13.7 Counterparts; E-Signature. This Agreement may be signed in counterparts and by electronic signature, each of which is an original.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

Exhibit A — Scope, Deployment, and Schedule

This Exhibit defines the specific Deployment for this Client. Complete before signing.

A-1. Software Modules Included

A-2. Client Infrastructure

Hosting environment: [describe server / cloud environment]

Platform / OS / database: [must match a supported platform in Exhibit B]

A-3. Schedule

Deployment window (2–3 business days): [dates]

Training window (2–3 business days): [dates, attendees]

Monitoring period: 30 days following Acceptance

A-4. Out-of-Scope (billable separately)

[list any add-ons or custom work the Client has asked about — job costing, extra connectors, LIDAR estimating, new-platform integration]

Exhibit B — Supported Platforms