As Is License Agreement Template for Canada

The As Is License Agreement is designed for situations where organizations or individuals wish to license their products, software, or intellectual property while explicitly disclaiming all warranties and representations. This document type is particularly useful in Canadian jurisdictions when dealing with beta or early-stage products, open-source software, or situations where the licensor cannot or does not wish to provide ongoing warranties or guarantees. The agreement includes essential provisions required under Canadian federal and provincial laws, addressing key aspects such as liability limitations, usage rights, and risk allocation. It's commonly used in software licensing, technology transfers, and various commercial arrangements where the licensed material is provided in its current state without any promises about its functionality or fitness for purpose. The document helps protect licensors from potential claims while providing licensees with clear understanding of the risks they assume.

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

2. Background: Context of the agreement, description of the licensed material, and purpose of the license

3. Definitions: Definitions of key terms used throughout the agreement

4. Grant of License: Scope of the license being granted, including any territorial or usage restrictions

5. As Is Provision: Clear statement that the licensed material is provided 'as is' without warranties

6. Disclaimer of Warranties: Explicit disclaimers of all warranties, express or implied

7. Limitation of Liability: Limitations on licensor's liability for any issues arising from use of the licensed material

8. Term and Termination: Duration of the license and conditions for termination

9. Intellectual Property Rights: Confirmation of ownership and intellectual property rights

10. Governing Law: Specification of Canadian law as governing law and jurisdiction

11. Entire Agreement: Standard clause confirming this document represents the complete agreement between parties