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Enterprise License Agreement

Enterprise License Agreement Template for Germany

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Key Requirements PROMPT example:

Enterprise License Agreement

"I need an Enterprise License Agreement governed by German law for licensing our cloud-based CRM software to a manufacturing company, including provisions for 500 named users, implementation services, and a 3-year term starting March 1, 2025."

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Document background
The Enterprise License Agreement serves as the primary contractual framework for large-scale software licensing arrangements between software providers and enterprise customers in Germany. It is particularly suited for complex software deployments where multiple users within an organization require access to the licensed software. This agreement type comprehensively addresses German legal requirements, including specific provisions under the German Civil Code (BGB), data protection regulations (GDPR and BDSG), and software copyright law (UrhG). The document typically includes detailed terms for software usage rights, technical specifications, service levels, maintenance and support services, data protection measures, and liability provisions tailored to German legal standards. It is commonly used when organizations need to establish long-term software licensing relationships with enterprise-wide impact, requiring careful consideration of both technical and legal aspects under German jurisdiction.
Suggested Sections

1. Parties: Identification of the contracting parties including full legal names, registration details, and addresses

2. Background: Context of the agreement and brief description of the parties' business relationship

3. Definitions: Definitions of key terms used throughout the agreement

4. License Grant: Scope of the license, permitted uses, and restrictions

5. License Fees and Payment Terms: Pricing, payment schedule, and related financial terms

6. Delivery and Acceptance: Terms for software delivery, acceptance testing, and acceptance criteria

7. Usage Rights and Restrictions: Detailed terms of use, user limitations, and prohibited activities

8. Intellectual Property Rights: IP ownership, protection, and related warranties

9. Confidentiality: Protection of confidential information and trade secrets

10. Data Protection and Security: GDPR compliance, data processing terms, and security requirements

11. Warranties and Representations: Software performance warranties and legal compliance guarantees

12. Liability and Limitations: Liability provisions compliant with German law

13. Term and Termination: Duration, renewal terms, and termination rights

14. Post-Termination Obligations: Obligations of parties after agreement termination

15. Governing Law and Jurisdiction: German law application and jurisdiction provisions

16. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments

Optional Sections

1. Professional Services: Terms for implementation, configuration, and customization services if required

2. Service Levels: SLA terms if specific performance metrics are guaranteed

3. Cloud Services Terms: Additional terms for cloud-based software delivery

4. Maintenance and Support: Terms for ongoing maintenance and technical support if offered separately

5. Training Services: Terms for user training and education services if provided

6. Disaster Recovery: Business continuity and disaster recovery terms for critical applications

7. Source Code Escrow: Source code escrow provisions if agreed

8. Data Processing Agreement: Detailed data processing terms if personal data processing is involved

9. Export Control: Export compliance terms if software is subject to export regulations

Suggested Schedules

1. Schedule 1 - Licensed Software: Detailed description of licensed software components and modules

2. Schedule 2 - Technical Requirements: Hardware, software, and network requirements for the licensed software

3. Schedule 3 - Service Level Agreement: Detailed service levels, metrics, and remedies

4. Schedule 4 - Support and Maintenance Services: Description of support levels, response times, and maintenance terms

5. Schedule 5 - Fee Schedule: Detailed pricing, payment terms, and fee calculations

6. Schedule 6 - Accepted Use Policy: Detailed terms of acceptable use and restrictions

7. Schedule 7 - Security Requirements: Detailed security standards and requirements

8. Schedule 8 - Data Processing Terms: Detailed data processing obligations and procedures

9. Schedule 9 - Implementation Plan: Timeline and milestones for software implementation if applicable

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
Customer Data
Documentation
Effective Date
Enterprise Software
Fees
Force Majeure
GDPR
Implementation Services
Initial Term
Intellectual Property Rights
License Key
Licensed Software
Maintenance Services
Modifications
Named Users
Normal Business Hours
Personal Data
Professional Services
Release
Renewal Term
Service Credits
Service Levels
Software Updates
Source Code
Specifications
Standard Support Hours
Subscription Term
Support Services
System Requirements
Term
Territory
Third-Party Software
Updates
Upgrades
User Documentation
Version
Work Product
Working Hours
Clauses
License Grant
Payment
Intellectual Property
Confidentiality
Data Protection
Service Levels
Support and Maintenance
Warranties
Limitation of Liability
Indemnification
Term and Termination
Force Majeure
Assignment
Audit Rights
Security Requirements
Usage Restrictions
Technical Requirements
Acceptance Testing
Software Delivery
Documentation
Training
Implementation
Dispute Resolution
Governing Law
Compliance
Insurance
Notice
Severability
Entire Agreement
Amendment
Waiver
Export Control
Anti-Corruption
Source Code Escrow
Business Continuity
Subcontracting
Relevant Industries

Information Technology

Banking and Financial Services

Manufacturing

Healthcare

Retail

Telecommunications

Automotive

Energy and Utilities

Professional Services

Insurance

Logistics and Transportation

Pharmaceuticals

Consumer Goods

Education

Relevant Teams

Legal

Information Technology

Procurement

Finance

Compliance

Information Security

Data Protection

Vendor Management

Operations

Risk Management

Contract Administration

Enterprise Architecture

Relevant Roles

Chief Information Officer

Chief Technology Officer

IT Director

Legal Counsel

Procurement Manager

Software Licensing Manager

IT Security Officer

Data Protection Officer

Enterprise Architect

Contract Manager

Chief Financial Officer

Technology Procurement Specialist

Vendor Management Lead

Head of IT Operations

Digital Transformation Director

Chief Legal Officer

IT Compliance Manager

Industries
German Civil Code (Bürgerliches Gesetzbuch - BGB): Primary source of German contract law, governing formation of contracts, general terms and conditions, contractual obligations, and liability provisions
German Copyright Act (Urheberrechtsgesetz - UrhG): Regulates software copyright protection, licensing rights, and usage permissions for intellectual property
EU General Data Protection Regulation (GDPR) and German Federal Data Protection Act (Bundesdatenschutzgesetz - BDSG): Governs data protection and privacy requirements, particularly relevant for software that processes personal data
German Act Against Unfair Competition (Gesetz gegen den unlauteren Wettbewerb - UWG): Regulates fair competition and marketing practices, affecting license terms and restrictions
German Commercial Code (Handelsgesetzbuch - HGB): Contains specific provisions for commercial transactions between businesses
German Act on General Terms and Conditions (AGB-Recht, part of BGB): Specific regulations for standard form contracts and protection against unfair contract terms
Telemedia Act (Telemediengesetz - TMG): Regulates electronic commerce and digital services, relevant for software distribution and online services
EU Software Directive (as implemented in German law): Provides specific protection for computer programs and software, including decompilation rights and interoperability provisions
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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