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Software licence and support agreement (basic)

This is a simple and straightforward example of a software licensing and support agreement. It includes the key provisions that you would expect to find in such a document, but few of the bells and whistles - and even the key provisions have been pared down.

The software may be supplied by the licensor to the licensee on disk or via download; it may indeed have been supplied before the agreement is signed.

The licence granted may be adapted to suit particular circumstances. The uses to which software may be put, rights to sub-license, quantitative limitations on use, restrictions on user types and general prohibitions may all be tweaked to create a highly customised licence.

Sets of software-specific warranties and of licensee acknowledges are included.

As with the standard and premium versions of this document, the basic support provisions are in the body of the agreement, but there is more detail in an attached SLA. In some cases it may be appropriate to delete the SLA, and rely upon more vague and general support obligations.

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Software licence and support 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. 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.
  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 (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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