The basis for a good contract is that it is beneficial to both parties. A good foundation will cement the responsibilities and obligations of the parties after areas of agreement have been negotiated. Unfortunately, software licenses do not always reflect what is best for all. Some clauses are definitely for the benefit of the vender, while others are required by a prudent client. The resulting contract is then a matter of reasonable compromise to achieve a good business relationship. Major issues of warranty, liability, training, support, and payment may be in conflict. Such topics as maintenance, testing, patents, extent of use, and return of software are often overlooked or addressed unevenly. This paper addresses these subjects and provides guidelines for software licences. An understanding of legal phrases is of value. A better understanding of the viewpoints of both the vender and the client results in a better working relationship.