Boilerplate Software Licence Agreement Template for England and Wales

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Key Requirements PROMPT example:

Boilerplate Software Licence Agreement

"I need a Boilerplate Software Licence Agreement for licensing my enterprise workforce management software to medium-sized UK businesses, with specific provisions for data protection and cloud hosting services."

Document background
The Boilerplate Software Licence Agreement serves as a foundational legal framework for software licensing transactions in England and Wales. It is designed for situations where software owners need to grant usage rights while protecting their intellectual property. This document incorporates key provisions required under UK law, including consumer protection, data privacy, and intellectual property rights. It's particularly useful for standardized software deployments where a template approach is appropriate, offering a balance between legal protection and commercial practicality.
Suggested Sections

1. Parties: Identification and details of the licensor and licensee

2. Background: Context of the agreement and brief description of the software

3. Definitions: Key terms used throughout the agreement

4. License Grant: Scope and nature of the software license

5. License Restrictions: Limitations on use and prohibited activities

6. Intellectual Property Rights: Ownership and protection of IP

7. Payment Terms: License fees, payment schedule, and related terms

8. Term and Termination: Duration and termination provisions

Optional Sections

1. Service Level Agreement: Used when including maintenance and support services - typically for enterprise software with support requirements

2. Data Protection: GDPR compliance provisions - required when personal data processing is involved

3. Source Code Escrow: Source code deposit and access conditions - recommended for business-critical software implementations

Suggested Schedules

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

2. Schedule 2 - License Fees: Detailed pricing structure and payment terms

3. Schedule 3 - Support Services: Details of maintenance and support services if applicable

4. Schedule 4 - Service Level Agreement: Performance metrics and service levels 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

Relevant legal definitions
Clauses
Relevant Industries
Relevant Teams
Relevant Roles
Industries

Copyright, Designs and Patents Act 1988: Primary legislation governing software protection as literary work, defining rights of copyright holders, duration of copyright protection, and permitted acts/fair dealing provisions

Consumer Rights Act 2015: Legislation covering consumer protection provisions, quality standards for digital content, statutory rights and remedies, and unfair contract terms, particularly relevant for B2C agreements

Data Protection Act 2018 and UK GDPR: Legal framework for data processing requirements, data protection principles, cross-border data transfers, and privacy requirements

Computer Misuse Act 1990: Legislation addressing unauthorized access provisions, modification of computer material, and security requirements

Contract Law Framework: Collection of acts including Unfair Contract Terms Act 1977, Misrepresentation Act 1967, and Late Payment of Commercial Debts (Interest) Act 1998

Electronic Commerce (EC Directive) Regulations 2002: Regulations governing electronic contracting provisions, information requirements, and online formation of contracts

Competition Act 1998: Legislation covering anti-competitive provisions and market abuse considerations in commercial agreements

Export Control Act 2002: Legislation governing software export restrictions and international trade compliance requirements

Consumer Protection from Unfair Trading Regulations 2008: Regulations protecting consumers from misleading actions/omissions and aggressive commercial practices in B2C contexts

Electronic Communications Act 2000: Legislation governing electronic signatures and electronic communications in contractual relationships

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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