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Software licence and maintenance agreement (basic)

This document is designed to cover the licensing of software by one business to another, and the provision of ongoing maintenance services in relation to that software. It is a comparatively straightforward document, lacking the many optional provisions of the standard and premium versions.

The detailed provisions relating to maintenance are set out in a schedule to the agreement. These detailed provisions cover such matters as notice obligations in relation to updates and upgrades and the application of updates and upgrades.

A clause may be included allowing the maintenance services to be terminated independently from the licence.

The licensor may be expressly permitted to subcontract, or prohibited from subcontracting, its maintenance and other obligations under the contract.

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Software licence 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. Licensee
    obligations:
    general second party obligations; access to computer systems.
  7. No assignment of Intellectual Property Rights: no assignments of intellectual property rights.
  8. Charges: obligation to pay charges; time-base charges limitations; amounts inclusive or exclusive of VAT; variation of charges.
  9. Payments: issue of invoices; time for payment of charges following invoice; payment methods; interest on late payments; interest on late payments.
  10. 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.
  11. Acknowledgements and warranty limitations: software not error free; software not entirely secure; software compatibility is limited; no legal etc advice with software.
  12. 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.
  13. Force Majeure Event: obligations suspended for force majeure; force majeure notification and information; mitigation of effects of force majeure.
  14. Termination: termination without cause by first party; termination without cause by second party; termination upon breach; termination upon insolvency; termination upon non-payment.
  15. 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.
  16. Notices: methods and deemed receipt of contractual notices; contact details for contractual notices; substitute contact details for notices.
  17. Subcontracting: no subcontracting without consent; subcontracting permitted; first party responsible for subcontracted obligations.
  18. General: no waiver; severability; variation written and signed; no assignment without written consent; no third party rights; entire agreement; governing law; exclusive jurisdiction.
  19. 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.
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