Dual Licensing Software Guide

Summary

Creating a dual-licensing agreement involves selecting an open-source license for small businesses and a commercial license for larger companies. Define terms like pricing, compliance, and renewal conditions. Consider legal consultation for drafting. A commercial license example includes clauses on license scope, pricing, compliance audits, and dispute resolution. Ensure modifications are submitted for review.

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I am trying to create a dual-licensing agreement for a piece of software I developed so it is free and open source for users and small businesses, but I can charge for using it for larger companies
Creating a dual-licensing agreement for your software is a great way to balance open-source benefits with commercial opportunities. Here are a few points to consider:
- Open Source License: Choose a widely recognized open-source license (e.g., MIT, GPL) for users and small businesses.
- Commercial License: Draft a custom license for larger companies, detailing usage fees and restrictions.
- Clear Terms: Define what constitutes a "small business" and a "larger company."
- Legal Review: Consider consulting with a lawyer to ensure compliance and protect your interests.
Would you like to connect with a local lawyer to assist you with drafting this agreement?
I need help drafting the license for the larger companies. I was thinking any company with over $*,* in revenue would need one license per computer they use it on.
For drafting a commercial license for larger companies, consider these points:
- License Scope: Define the scope of use for each license.
- Pricing Model: Clearly state the pricing per computer.
- Compliance: Include compliance and audit terms.
- Termination: Outline conditions for license termination.
Would you like to connect with a local lawyer to assist in drafting this agreement?
No. I wanted you to help me
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Here are some additional considerations for your commercial license:
- Usage Monitoring: Implement a system to track software usage and license compliance.
- Dispute Resolution: Include clauses for resolving any disputes.
- Renewal Conditions: Set terms for renewing licenses.
If you need further help, feel free to ask!
As far as scope...? If the company makes above my threshold, they have to buy one license per computer... For price, if I put it in the license, can I change the price later? Or only if I change the license on a new version? Price, let's just say it's $*/computer or virtual machine. As far as compliance and audit terms, can you give me a generic example? I don't know how that would look. I only really know about Open Source Licenses. Renewal would be yearly if they want updates... Forever if they want to stay on the same version. I would still want to require any changes they make to be submitted back to me to add if I thought they would be useful to others, under the same licensing agreements.
Case Rating: *
Here's some general guidance regarding your questions:
- Price Changes: You can specify in the license whether the price is fixed or subject to change. If price changes are allowed, define the circumstances, like version updates.

- Compliance & Audit Terms: Example clause: "The licensee agrees to periodic audits to verify compliance with the licensing terms. Non-compliance may result in termination."
Regarding your renewal terms, it's common to offer updates as part of yearly renewals and maintain the same version indefinitely without updates. If you'd like further clarification, feel free to ask!
Sure. Taking all of this into account... Can you give me an example template of what this dual-licensing agreement would look like as a comment in the code?
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Here's an example template for a dual-licensing agreement as a comment in your code:
```
// Dual-Licensing Agreement
/*
* Open Source License:
* This software is licensed under the MIT License.
* Users and small businesses (defined as having < $*,* annual revenue) may use this software freely.
* See LICENSE.txt for more details.
* Commercial License:
* Companies with revenue ≥ $*,* require a commercial license.
* Pricing: $* per computer/virtual machine.
* Terms include compliance audits and yearly renewal for updates.
* Modifications must be submitted for review under the same licensing agreements.
* See COMMERCIAL_LICENSE.txt for full terms.
*/
```
Make sure to replace "LICENSE.txt" and "COMMERCIAL_LICENSE.txt" with the actual paths to your license files.
Ok, what would an example COMMERCIAL_LICENSE.txt look like? I'm assuming I would go with GPLv2 for the Open Source License
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Here's an example of what a COMMERCIAL_LICENSE.txt could look like:
```
COMMERCIAL LICENSE AGREEMENT
This Commercial License Agreement ("Agreement") is made between [Your Company Name] ("Licensor") and the licensee ("Licensee"), effective upon execution.
*. License Grant
- Licensee is granted a non-exclusive, non-transferable license to use the software on a per-computer basis.
*. Eligibility
- Companies with annual revenues of $*,* or more must obtain a commercial license.
*. Pricing
- The cost is $* per computer or virtual machine.
*. Compliance and Audit
- Licensee agrees to periodic audits by Licensor to ensure compliance. Non-compliance may result in termination.
*. Renewal
- License renewal is required annually for updates. Licensee may retain the current version indefinitely without updates.
*. Modifications
- Any modifications must be submitted to Licensor for review and potential inclusion under the same licensing terms.
*. Termination
- This Agreement may be terminated by Licensor in the event of non-compliance.
*. Dispute Resolution
- Any disputes arising under this Agreement will be resolved in accordance with the laws of [Your State/Country].
By using this software, Licensee agrees to the terms and conditions of this Agreement.
[Your Company Name]
[Your Contact Information]
```
Ensure that you modify the placeholders like [Your Company Name], [Your State/Country], and [Your Contact Information] with your specific details.