Software licence agreement (premium)
This is a long-form software licensing agreement, designed to be used by software vendors and their customers.
Under the agreement, the licensor grants to the licensee a right to use the software subject to certain express restrictions; the agreement does not transfer the ownership of any copyright in the software to the licensee.
As well as the core software licensing provisions, many optional provisions are included in this template. Optional provisions cover such matters as set up and configuration services, user acceptance testing, source code licensing, the examination or audit of software usage by the licensor, software escrow, licensee obligations relating to system specification, system access and/or cooperation generally, contract management and change control, confidentiality and data protection, indemnities and non-solicitation of employees.
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Software licence 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.
- 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 and purposes of processing 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 (EULA)
- EULA add prompt.
SCHEDULE 3 (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 4 (FORM OF ESCROW AGREEMENT)
- Add escrow agreement prompt.