Software licence and support agreement (premium)
This is a comprehensive software licence and support contract template, with enough flexibility to cover many different licensing and support arrangements. This document is not however suitable (or, rather, sufficient) for any situation where rights in software will be assigned by the vendor to the customer.
In addition to the core licensing and support services clauses that appear in the standard version of this contract, this document allows for the licensing of software source code, although it does not require it. Alternatively, source code may be put into escrow with a third party, and only released to the customer if the vendor is insolvent (or some other pre-defined release event occurs).
Detailed obligations can optionally be placed upon the licensee. The suggested provisions cover such matters as access to IT systems for the vendor, compliance of the customer's systems with defined standards and the legality of any customer materials handled by the vendor.
A set of optional contract management clauses are also included. Each party may be required to appoint a representative to handle instructions relating to the contract. Moreover, each party may be required to attend regular project management meetings and/or meetings requested by the other party. Changes to the scope of the services may be subject to a special change control procedure.Ask about this document
Software licence and support agreement (premium) contents
- Definitions: definitions.
- Term: commencement of term; end of term.
- Supply of
Software: making software available for download; delivery of software; acknowledgement of supply of software. Set Up Services: obligation to provide set up services; set up services timetable; delays in set up services consequent upon second party delays; software set up services and intellectual property rights.
- Acceptance procedure: obligation to carry our acceptance tests; licence to conduct software acceptance tests; assistance with acceptance tests; notification of results of acceptance tests; software deemed to pass acceptance tests; information upon notice of failure to pass acceptance tests; consequences of software acceptance test failure; number of acceptance testing rounds; consequences of acceptance of software.
- Licence: grant of licence to use software; software licence purpose; no sub-licensing of software; right to sub-license software; software licence limitations; use of software limited to specified persons; compliance with EULA; software licence prohibitions; security of licensed software; prerequisite software.
- Source Code: supply of source code; grant of licence to use source code; sub-licensing of rights to use source code; use of source code limited to specified persons; source code licence prohibitions; security of licenced source code.
- Source Code: no licence of source code (excluding escrow).
- Licence audit: right to audit licences; notice of audit; cooperation in relation to audit; costs of licence audit; limits on audit right.
- Escrow: parties to enter into escrow agreement; all reasonable endeavours in relation to escrow agreement; form of escrow agreement.
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.
- Licenseeobligations: general second party obligations; access to computer systems.
: compliance of second party computer systems.LicenseeSystems
- LicenseeMaterials: supply of second party materials; licence ofLicenseematerials; warranties relating to second party materials.
- No assignment of
Intellectual Property Rights: no assignments of intellectual property rights.
- Representatives: instructions given by first party representatives; instructions given by second party representatives.
- Management: management meetings; notice to be given when requesting management meeting; attendance of representatives at management meetings.
Changecontrol: application of section to change requests; request changes at any time; change control notice to be in designated form; actions upon receipt of a change control notice; changes only take effect upon agreement of CCN.
- Charges: obligation to pay charges; time-base charges limitations; amounts inclusive or exclusive of VAT; variation of charges.
- Expenses: obligation to reimburse expenses; collection of evidence of expenses; supply of evidence of expenses.
- Timesheets: obligation to keep timesheets; obligation to supply timesheets.
- Payments: issue of invoices; time for payment of charges following invoice; payment methods; interest on late payments; interest on late payments.
- Confidentiality obligations: first party confidentiality undertaking; second party confidentiality undertaking; disclosure of confidential information to certain persons; exceptions to confidentiality obligations; disclosures of confidential information mandated by law etc; parties to stop using confidential information upon termination; parties to delete confidential information following termination; confidentiality obligations after termination.
- Publicity: limited public disclosures; limited public disclosures by first party; limited public disclosures by second party; confidentiality obligations overriding.
- Data protection: compliance with data protection laws; warranty of Licensee's right to disclose personal data (GDPR); details of personal data processed bythe Licensor(GDPR); purposes of processing of personal data bythe Licensor(GDPR); duration of personal data processing byLicensor(GDPR); personal data processed byLicensoron instructions (GDPR); authorised international transfers of personal data (GDPR); informingLicenseeof illegal instructions (GDPR); personal data processed byLicensoras required by law (GDPR); confidentiality obligations onLicensorpersons processing personal data (GDPR); security of personal data processed byLicensor(GDPR); appointment of sub-processor byLicensor(GDPR); authorisation forLicensorto appoint sub-processors (GDPR);Licensorto assist with exercise of data subject rights (GDPR);Licensorto assist with compliance (GDPR); obligation to notifyLicenseeof personal data breach (GDPR);Licensorto provide data protection compliance information (GDPR); deletion of personal data byLicensor(GDPR);Licensorto allow audit (GDPR); changes to data protection law.
- 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.
- Acknowledgements and warranty limitations: software not error free; software not entirely secure; software compatibility is limited; no legal etc advice with software.
- Indemnities: indemnity upon breach: any provision or specified provisions (with definition); conditions upon first party indemnity; indemnity upon breach: any provision or specified provisions (with definition); conditions upon second party indemnity; limitations of liability vs indemnities.
- Limitations and exclusions of liability: caveats to limits of liability; interpretation of limits of liability; no liability for force majeure; 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; per event liability cap upon services contract; aggregate liability cap upon services contract.
Force Majeure Event: obligations suspended for force majeure; force majeure notification and information; mitigation of effects of force majeure.
- Termination: termination without cause by first party; termination without cause by second party; termination upon breach; termination upon insolvency; termination upon non-payment.
- 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.
- Non-solicitation of personnel: non-solicitation of employees by second party; non-solicitation of employees by first party.
- Notices: contractual notices must be in writing; methods of sending contractual notices; contact details for contractual notices; substitute contact details for notices; acknowledgement of notice by email; deemed receipt of contractual notices.
- Subcontracting: no subcontracting without consent; subcontracting permitted; first party responsible for subcontracted obligations.
- Assignment: assignment by first party; assignment by second party.
- No waivers: no unwritten waivers of breach; no continuing waiver.
- Severability: severability of whole; severability of parts.
- Third party rights: third party rights: benefit; third party rights: exercise of rights.
- Variation: variation in writing and signed, subject to change control.
- Entire agreement: entire agreement: documents; no misrepresentation; section subject to caveats to limits of liability.
- Export control: application of export laws; compliance with export laws; specific export control compliance obligations.
- Law and jurisdiction: governing law; jurisdiction.
- Interpretation: statutory references; section headings not affecting interpretation; calendar month meaning; no ejusdem generis.
SCHEDULE 1 (SOFTWARE LICENCE PARTICULARS)
- Specification of
Software: specification of software prompt. Set Up Services: specification of software set up services prompt.
- Timetable: timetable prompt.
Softwarelicence: specification of software licence prompt. : prompt for identification of customer system requirements.LicenseeSystems : second party materials prompt.LicenseeMaterials
- Financial provisions: financial provisions prompt.
- Representatives: first party representatives; second party representatives.
SCHEDULE 2 (SUPPORT SLA)
- Introduction: introduction to support SLA.
- Helpdesk: helpdesk obligation; purpose of support services helpdesk; access to helpdesk; times of helpdesk availability; all requests for support to go through helpdesk.
- 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.
- Provision of
Support Services: support services to be provided remotely.
- Limitations on
Support Services: excessive use of support services; specific exceptions to support services; support services and unrelated issues.
SCHEDULE 3 (EULA)
- EULA add prompt.
SCHEDULE 4 (FORM OF
- Introduction: title of change; change control notice number; change proposor; date of change control notice; summary of proposed change.
Changedetails: insert details of change.
- Impact of
Change: impact upon resources; impact upon timetable; impact upon charges; other effects of proposed change.
- Agreement to
Change: acceptance of change by signature; form of signature block for first party; form of signature block for second party.
SCHEDULE 5 (FORM OF ESCROW AGREEMENT)
- Add escrow agreement prompt.
SCHEDULE 6 (DATA PROCESSING INFORMATION)
- Categories of data subject: prompt for categories of data subject.
- Types of
Personal Data: prompt for types of personal data.
- Purposes of processing: prompt for personal data processing purposes.
- Security measures for
Personal Data: prompt for security measures for personal data.
- Sub-processors of Personal Data: prompt for identifying sub-processors of personal data.