Software licence and maintenance agreements

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; no sub-licensing of software; right to sub-license 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.

Software licence and maintenance agreement (standard) 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. 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.
5. 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.
6. 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.
7. Source Code: no licence of source code.
8. Licence audit: right to audit licences; notice of audit; cooperation in relation to audit; costs of licence audit; limits on audit right.
9. 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.
10. Licensee
    obligations: general second party obligations; access to computer systems.
11. No assignment of Intellectual Property Rights: no assignments of intellectual property rights.
12. Charges: obligation to pay charges; time-base charges limitations; amounts inclusive or exclusive of VAT; variation of charges.
13. Timesheets: obligation to keep timesheets; obligation to supply timesheets.
14. Payments: issue of invoices; time for payment of charges following invoice; payment methods; interest on late payments; interest on late payments.
15. Licensor
    's confidentiality obligations: first party confidentiality undertaking; disclosure of confidential information by first party to certain persons; exceptions to first party's confidentiality obligations; disclosures of second party confidential information mandated by law etc; first party to stop using confidential information upon termination; first party to return or destroy confidential information following termination; first party confidentiality obligations after termination.
16. Licensee
    's confidentiality obligations: second party confidentiality undertaking; disclosure of confidential information by second party to certain persons; exceptions to second party's confidentiality obligations; disclosures of first party confidential information mandated by law etc; second party to stop using confidential information upon termination; second party to return or destroy confidential information following termination; second party confidentiality obligations after termination.
17. 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.
18. Acknowledgements and warranty limitations: software not error free; software not entirely secure; software compatibility is limited; no legal etc advice with software.
19. 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.
20. 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.
21. Force Majeure Event: obligations suspended for force majeure; force majeure notification and information; mitigation of effects of force majeure.
22. Termination: termination without cause by first party; termination without cause by second party; termination upon breach; termination upon insolvency; termination upon non-payment.
23. 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.
24. 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.
25. Subcontracting: no subcontracting without consent; subcontracting permitted; first party responsible for subcontracted obligations.
26. Assignment: assignment by first party; assignment by second party.
27. No waivers: no unwritten waivers of breach; no continuing waiver.
28. Severability: severability of whole; severability of parts.
29. Third party rights: third party rights: benefit; third party rights: exercise of rights.
30. Variation: variation in writing and signed.
31. Entire agreement: entire agreement: documents; no misrepresentation; section subject to caveats to limits of liability.
32. Law and jurisdiction: governing law; jurisdiction.
33. 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. Set Up Services: specification of software set up services prompt.
3. Timetable: timetable prompt.
4. Software licence: specification of software licence prompt.
5. 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 (EULA)

EULA add prompt.