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Boilerplate Software License Agreement

Boilerplate Software License Agreement Template for Switzerland

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Key Requirements PROMPT example:

Boilerplate Software License Agreement

"I need a Boilerplate Software License Agreement under Swiss law for enterprise accounting software that includes annual maintenance services and allows for up to 500 concurrent users, with the agreement starting from March 1, 2025."

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Document background
The Boilerplate Software License Agreement serves as a foundational legal framework for software licensing transactions under Swiss law. It is designed for use when a software provider needs to establish clear terms for licensing their software products to customers, whether they are businesses or individuals. This agreement incorporates essential provisions required by Swiss federal legislation, including compliance with the Swiss Code of Obligations, Federal Act on Copyright and Related Rights, and data protection regulations. The document addresses key aspects such as license scope, usage rights, intellectual property protection, payment terms, support obligations, and liability limitations. It is particularly suitable for standard software licensing arrangements where customization is minimal, and can be adapted for both on-premises software and cloud-based solutions while maintaining compliance with Swiss legal requirements.
Suggested Sections

1. Parties: Identifies and provides full details of the licensor and licensee, including registered addresses and company details

2. Background: Explains the context of the agreement, including brief description of the software and purpose of the license

3. Definitions: Defines key terms used throughout the agreement, including 'Software', 'Documentation', 'Intellectual Property Rights', 'License Fee', etc.

4. Grant of License: Specifies the type, scope, and nature of the license being granted, including any territorial restrictions

5. License Fees and Payment: Details the payment terms, amounts, and payment schedule

6. Intellectual Property Rights: Confirms ownership of IP rights and protects licensor's intellectual property

7. Licensee Obligations: Sets out the licensee's responsibilities regarding software use, security, and access

8. Technical Support and Maintenance: Defines the scope of support services and maintenance provisions

9. Warranties and Representations: States the warranties provided and disclaimers in compliance with Swiss law

10. Limitation of Liability: Defines the extent and limitations of liability under Swiss law

11. Term and Termination: Specifies the duration of the agreement and termination conditions

12. Data Protection: Addresses compliance with Swiss data protection laws (FADP)

13. Confidentiality: Defines confidential information and obligations of both parties

14. General Provisions: Includes standard boilerplate clauses like governing law, jurisdiction, entire agreement, etc.

Optional Sections

1. Third-Party Software: Include when the software incorporates third-party components, defining associated rights and obligations

2. Export Controls: Include for software subject to international export restrictions

3. Source Code Escrow: Include when source code escrow arrangements are required for business continuity

4. Professional Services: Include when additional implementation or customization services are provided

5. Service Level Agreement: Include for software provided as a service (SaaS) with specific performance requirements

6. Disaster Recovery: Include for business-critical software requiring specific recovery procedures

7. Insurance: Include when specific insurance coverage is required from either party

8. Audit Rights: Include when the licensor requires rights to audit licensee's use of the software

Suggested Schedules

1. Schedule 1 - Software Description: Detailed technical specifications and description of the licensed software

2. Schedule 2 - License Fees: Detailed breakdown of license fees, payment terms, and calculation methods

3. Schedule 3 - Support and Maintenance Services: Detailed description of support levels, response times, and maintenance services

4. Schedule 4 - Service Level Agreement: Technical performance metrics, availability requirements, and remedies

5. Schedule 5 - Data Processing Agreement: Detailed terms for processing personal data in compliance with Swiss law

6. Appendix A - Authorized Users: Definition and list of authorized users or user categories

7. Appendix B - Technical Requirements: Minimum system requirements and technical specifications for software operation

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Affiliate
Authorized Users
Business Day
Confidential Information
Documentation
Effective Date
Fees
Force Majeure
Initial Term
Intellectual Property Rights
License
License Key
Maintenance Services
Modifications
Personal Data
Proprietary Rights
Software
Source Code
Specifications
Support Services
System Requirements
Term
Territory
Third-Party Software
Updates
Upgrades
User Account
User Data
Working Hours
Acceptance Criteria
API
Backup Copy
Completion Date
Configuration
Critical Error
Delivery Date
Designated Equipment
Development Environment
Error
Good Industry Practice
Implementation Services
Installation
Instance
Licensed Materials
Location
Major Release
Minor Release
Normal Business Hours
Order Form
Patch
Production Environment
Response Time
Service Credits
Service Levels
Site
Success Criteria
Technical Requirements
Test Environment
Training Materials
Virus
Vulnerability
Clauses
Grant of License
License Restrictions
Intellectual Property Rights
License Fees
Payment Terms
Delivery and Installation
Acceptance Testing
Technical Support
Maintenance Services
Service Levels
Warranties
Representations
Limitation of Liability
Indemnification
Confidentiality
Data Protection
Term and Duration
Termination
Assignment
Force Majeure
Audit Rights
Documentation
Training
Implementation
Third-Party Software
Export Control
Source Code Escrow
Security Requirements
Business Continuity
Disaster Recovery
Dispute Resolution
Governing Law
Jurisdiction
Insurance
Notices
Entire Agreement
Severability
Waiver
Amendment
Counterparts
Survival
Relevant Industries

Information Technology

Financial Services

Healthcare

Manufacturing

Retail

Professional Services

Telecommunications

Education

Government

Insurance

Pharmaceutical

Automotive

Energy

Media and Entertainment

Relevant Teams

Legal

Information Technology

Procurement

Sales

Business Development

Software Development

Compliance

Risk Management

Commercial

Intellectual Property

Vendor Management

Contract Administration

Relevant Roles

Legal Counsel

Software Licensing Manager

Contract Manager

Chief Technology Officer

IT Director

Procurement Manager

Sales Director

Business Development Manager

Software Development Manager

Compliance Officer

Risk Manager

Commercial Director

Chief Information Officer

General Counsel

IP Rights Manager

Software Asset Manager

Industries
Swiss Code of Obligations (OR/CO): The primary source of contract law in Switzerland, governing contract formation, performance, and termination. Articles 1-40 are particularly relevant for general contract terms.
Federal Act on Copyright and Related Rights (CopA): Regulates copyright protection for software and determines the scope of software licensing rights and limitations.
Federal Act on Data Protection (FADP/DSG): Governs the collection, processing, and storage of personal data, which is crucial for software applications handling user data.
Federal Act on Electronic Commerce: Regulates electronic business transactions and digital signatures, relevant for online software distribution and licensing.
Federal Act on Unfair Competition (UCA): Contains provisions regarding unfair business practices and can affect license terms and conditions.
Federal Act on International Private Law (IPRG): Important for international software licensing agreements, determining applicable law and jurisdiction.
Federal Act on Cartels and Other Restraints of Competition: Relevant for licensing terms that might affect market competition or contain territorial restrictions.
Swiss Civil Code (ZGB/CC): Contains fundamental principles of Swiss law and personality rights that might affect software usage terms.
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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