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September 16, 2025
I suspect that all of us, at some time or another, deal with an end-user who chose to download an app or other types of software, onto their agency device, without giving any thought to what it means to agree to the click-thru software agreement.
With that in mind, I have drafted a sample click-thru software policy that might give your agency a jump-start in trying to control the end-user actions.
City of [Your City Name] Governance Policy on Click-Thru Software Licenses
Purpose: The purpose of this policy is to establish governance and control over the procurement and use of software applications and services purchased through click-thru licenses, particularly those under $5,000. This policy aims to mitigate risks related to indemnification, liability for intellectual property infringement, and other legal exposures that could affect the City.
Scope: This policy applies to all city employees, contractors, and any individual authorized to purchase or download software applications or services using city funds, including city credit cards, for amounts less than $XX your agency’s threshold.
Policy Statement:
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Pre-Approval Process:
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Before any software or application is downloaded or purchased via click-thru, the individual must obtain approval from the IT Department and the Legal Department.
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A standardized Software Purchase Request Form must be completed, detailing the purpose of the software, its cost, and any known licensing terms.
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The request will be reviewed to ensure compatibility with city systems and compliance with this policy.
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Legal Review of Licensing Agreements:
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The Legal Department must review all click-thru licensing agreements, even for purchases under $5,000. This review will focus on key legal terms, including but not limited to:
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Indemnification Clauses: Ensuring the city is not unduly accepting liability or responsibility for actions beyond its control.
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Intellectual Property (IP) Rights: Verifying that the software does not expose the city to potential IP infringement claims.
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Limitation of Liability: Confirming that any limitations on liability are reasonable and do not excessively disadvantage the city.
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Data Privacy and Security: Ensuring the software complies with the city’s data protection policies and does not pose undue risk to sensitive information.
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Standardization and Approved Vendors:
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Whenever possible, employees should use software from vendors that have been pre-approved and have negotiated licensing agreements with the city.
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A list of Approved Software Vendors and pre-approved software applications will be maintained and regularly updated by the IT Department.
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Post-Purchase Documentation and Compliance:
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After purchase and installation, a copy of the licensing agreement, the Software Purchase Request Form, and any relevant correspondence must be submitted to the IT Department for record-keeping.
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The IT Department will maintain a Software Inventory Log that tracks all software purchased under this policy, including licensing terms, renewal dates, and usage rights.
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Training and Awareness:
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All employees involved in purchasing or downloading software must undergo mandatory training on this policy and the associated risks of click-thru licenses.
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Periodic updates and refresher courses will be provided to ensure ongoing compliance.
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Enforcement and Accountability:
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Any individual found to have bypassed this policy may be subject to disciplinary action, up to and including revocation of purchasing privileges or other employment actions as deemed appropriate.
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Regular audits will be conducted by the IT Department to ensure compliance with this policy.
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Exceptions: Any exceptions to this policy must be documented and approved in writing by both the IT Department and the Legal Department.
Review and Revision: This policy will be reviewed annually and updated as necessary to address new risks, legal requirements, and technological developments.
Effective Date: This policy is effective as of [Date]. All employees are expected to comply with the terms outlined herein.
Approved by: [City Manager/IT Director/Legal Counsel]
This policy ensures that even low-cost software purchases are subject to the necessary legal and technical scrutiny, protecting the city from potential liabilities and ensuring that all software used aligns with city standards.
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Agency Discretion
Kirk Buffington
