Software licensing packages
Three core packages. Pick the one that matches where the software product is in its lifecycle.
EULA + ToS Build
A licensing structure that actually fits your product — not a generic template. Covers desktop, mobile, web, and on-premise as applicable.
- End-User License Agreement (EULA) tailored to your software
- Terms of Service for SaaS or web component
- Acceptable Use Policy
- IP indemnification language with sensible carve-outs
- Liability cap structure that survives enterprise procurement
- License-grant mechanics: subscription, perpetual, evaluation
- One revision round
Open-Source License Audit
Before acquisition diligence, before a security review, or before legal asks "what GPL code is in our codebase," get the audit done.
- Source-tree dependency inventory
- Per-package license identification (MIT, Apache, GPL, AGPL, etc.)
- GPL/AGPL contamination risk analysis
- Notice and attribution requirements list
- Recommended remediation: replace, isolate, or disclose
- Written audit memo suitable for board / acquirer review
Licensing Stack Review
You already have customer agreements, MSAs, and reseller arrangements. I review the stack for inconsistencies, risk, and what to fix first.
- Review of up to three customer-facing agreements
- Indemnity, liability, and IP scope analysis
- Reseller / partner agreement consistency check
- Identified contradictions across documents
- Prioritized fix list (what to redline first)
- Written memo, board-ready
Who this is for — and who it isn't
This is for you if:
- Software vendors shipping desktop, mobile, web, or on-premise products
- Indie devs licensing under MIT, Apache, GPL, or AGPL
- Agencies bundling third-party libraries into client deliverables
- Companies preparing for acquisition diligence (clean licensing matters)
- Software products selling into enterprise procurement
This isn't for you if:
- Pure SaaS without distributable software (use SaaS Legal Package Hub)
- Patent prosecution or trademark filing (specialty firm work)
- Open-source litigation defense (referred)
- DMCA takedown disputes (different practice area)
My approach
Software licensing is mostly about getting the structure right early. Most "licensing problems" are downstream of EULA decisions made years before.
Send the materials
Current EULA / ToS if any, customer agreement, brief description of the product (distribution model, hosting, where users sit), and the dependency list if you want OSS audit.
I draft or audit
Within 7-15 business days, depending on package, I deliver the EULA + ToS, the OSS audit memo, or the licensing-stack memo.
Roll out
You wire the EULA into your installer or signup flow, fix the OSS contamination, or send the redline back to your customers. I support enterprise procurement questions for 30 days post-delivery.
Recent client results
"OSS audit found two AGPL packages we had pulled in unknowingly. Replacing them before our Series B diligence saved us from a deal-killer."— Series A SaaS founder avoided deal-killer in due diligence
"EULA Sergei built actually says what we mean. The boilerplate we had been shipping had three contradictions in it."— Indie software vendor
"Licensing stack review caught that our reseller agreement granted broader IP rights than our customer agreement had. Painful to fix later, easy to fix before."— Enterprise SaaS CEO
Why work with me
Sergei Tokmakov, Esq.
I have been a California-licensed business attorney since 2011, with a deep practice in software licensing, IP, and B2B contracts. I run my own legal practice and operate the Terms.Law platform — which itself is a software product with its own licensing stack.
The packages here are flat-fee. You get a real EULA, a real OSS audit, or a real licensing-stack memo — not a "depends on what you find" hourly engagement.
Frequently asked questions
What counts as GPL or AGPL contamination?
GPL and AGPL are "copyleft" licenses: if you incorporate GPL code into your product and distribute it, you may be required to release your entire combined work under GPL. AGPL extends this to network services. The audit identifies whether and where this risk exists in your codebase.
Do I really need an EULA if I have a Terms of Service?
If you distribute software (desktop installer, mobile app, on-premise), the EULA governs the licensee’s use of the binary itself. ToS governs use of a web service. Most products with a downloadable component need both, drafted to be consistent.
What’s included in IP indemnification?
Standard IP indemnity says you’ll defend your customer if a third party claims the software infringes their patent, copyright, or trade secret. The package includes carve-outs for customer modifications, combinations, and unauthorized use, plus a sensible liability cap.
Can you handle open-source community license issues?
Yes for compliance and contract drafting. License steward / community-governance work (e.g., dual-licensing, contributor agreements) is in scope; OSS-license-related litigation is referred.
What if my product has both software and SaaS components?
I draft a coordinated stack: EULA for the software component, ToS for the SaaS component, with consistent defined terms. Pricing is the EULA package plus discount on the ToS work.
Do you handle copyright registration?
Software copyright registration is straightforward and usually doesn’t require an attorney. I can refer you to a paralegal service or handle it for $349 per work.
Related resources I've written
SaaS Legal Package
For pure SaaS without distributable software.
AI Implementation Legal
For software with AI features.
Contract Review
Single-document review starting at $349.
Contract Redlining
Redline a customer’s licensing markup from $599+.
Fractional CLO
For ongoing software-company legal work.
Ship software with a licensing stack that holds up.
EULA + ToS build $1,800. OSS audit $2,000. Licensing stack review $1,500. Pick the one that matches what you need.