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Software licence, support and maintenance agreement (basic)

This short-form contract template covers the supply and licensing of software, and the provision of support and maintenance services in relation to the licensed software.

The software may be supplied via the internet or on physical media.

The licensing provisions are relatively flexible, allowing for different approaches to: (i) permitted and prohibited uses; (ii) authorised and unauthorised users; and (iii) licensing limitations.

Support covers the provision of general assistance in relation to the software, the investigation and resolution of issues raised by the customer. The manner in which the support services should be provided is governed by a special support SLA.

Similarly, there is an SLA for the maintenance services, which may include updates, upgrades and general maintenance.

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Software licence, support and maintenance agreement (basic) contents

  1. Definitions: definitions.
  2. Term: commencement of term; end of term.
  3. Supply of Software: making software available for download; delivery of software; acknowledgement of supply of software.
  4. Licence: grant of licence to use software; right to sub-license software; no sub-licensing of software; software licence limitations; use of software limited to specified persons; software licence prohibitions; security of licensed software.
  5. Maintenance Services: maintenance services provision; standard of maintenance services; maintenance services in accordance with SLA; software updates and upgrades warranty (first party application); software updates and upgrades warranty (second party application); suspension of maintenance services; termination of maintenance services for convenience; discontinuing software maintenance services; consequences of termination of maintenance services.
  6. Support Services: support services provision; standard of support services; support services in accordance with SLA; suspension of support services; termination of support services for convenience; consequences of termination of support services.
  7. Licensee
    obligations:
    general second party obligations; access to computer systems.
  8. No assignment of Intellectual Property Rights: no assignments of intellectual property rights.
  9. Charges: obligation to pay charges; time-base charges limitations; amounts inclusive or exclusive of VAT; variation of charges.
  10. Payments: issue of invoices; time for payment of charges following invoice; payment methods; interest on late payments; interest on late payments.
  11. Warranties: first party general warranties; software licence warranties; warranty of legality of software; software intellectual property infringement warranty; breach of software infringement warranty; second party warranty of authority; exclusion of implied warranties and representations.
  12. Acknowledgements and warranty limitations: software not error free; software not entirely secure; software compatibility is limited; no legal etc advice with software.
  13. Limitations and exclusions of liability: caveats to limits of liability; interpretation of limits of liability; no liability for loss of profits; no liability for loss of revenue; no liability for loss of use; no liability for loss of opportunities; no liability for loss of data or software; no liability for consequential loss.
  14. Force Majeure Event: obligations suspended for force majeure; force majeure notification and information; mitigation of effects of force majeure.
  15. Termination: termination without cause by first party; termination without cause by second party; termination upon breach; termination upon insolvency; termination upon non-payment.
  16. Effects of termination: surviving provisions upon termination; termination does not affect accrued rights; charges on termination of contract (services and licences); software licences on contract termination; software copies on contract termination.
  17. Notices: methods and deemed receipt of contractual notices; contact details for contractual notices; substitute contact details for notices.
  18. Subcontracting: no subcontracting without consent; subcontracting permitted; first party responsible for subcontracted obligations.
  19. General: no waiver; severability; variation written and signed; no assignment without written consent; no third party rights; entire agreement; governing law; exclusive jurisdiction.
  20. Interpretation: statutory references; section headings not affecting interpretation; calendar month meaning; no ejusdem generis.

SCHEDULE 1 (SOFTWARE LICENCE PARTICULARS)

  1. Specification of Software: specification of software prompt.
  2. Timetable: timetable prompt.
  3. Software licence: specification of software licence prompt.
  4. Financial provisions: financial provisions prompt.

SCHEDULE 2 (MAINTENANCE SLA)

  1. Introduction: introduction to maintenance SLA.
  2. Updates: notice of software updates; provision of software updates; application of software updates; provision and application of software updates; consequences of not applying software update.
  3. Upgrades: upgrade release roadmap; obligation to release upgrades; notice of software upgrades; provision of software upgrades; application of software upgrades; provision and application of software upgrades; consequences of not applying software upgrade.

SCHEDULE 3 (SUPPORT SLA)

  1. Introduction: introduction to support SLA.
  2. Helpdesk: helpdesk obligation; purpose of support services helpdesk; access to helpdesk; times of helpdesk availability; all requests for support to go through helpdesk.
  3. Response and resolution: software support issue categorisation; allocation of support issue severity categories; support response times; contents of response to support request; support resolution times.
  4. Provision of Support Services: support services to be provided remotely.
  5. Limitations on Support Services: excessive use of support services; specific exceptions to support services; support services and unrelated issues.
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