Commercial Software Licence Template for England and Wales

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Key Requirements PROMPT example:

Commercial Software Licence

"I need a Commercial Software Licence for my company's new AI analytics software that will be licensed to enterprise customers in the UK, with specific clauses for data protection and a robust service level agreement for 24/7 technical support."

Document background
The Commercial Software Licence is essential for businesses seeking to formalize the terms under which software is licensed for commercial use. This document, governed by the laws of England and Wales, establishes the legal framework for software usage, including scope of licence, intellectual property protection, warranties, and support obligations. It's particularly crucial for protecting the licensor's intellectual property while providing the licensee with clear usage rights and responsibilities. The agreement typically includes technical specifications, payment terms, and compliance requirements with relevant UK legislation.
Suggested Sections

1. Parties: Identification of licensor and licensee

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

3. Definitions: Key terms used throughout the agreement

4. Grant of Licence: Scope and nature of the licence granted

5. Licence Fees: Payment terms and conditions

6. Intellectual Property Rights: Ownership and protection of IP

7. Warranties and Representations: Guarantees regarding software functionality and performance

8. Term and Termination: Duration and termination provisions

9. Governing Law and Jurisdiction: Applicable law and dispute resolution

Optional Sections

1. Data Protection: Required if software processes personal data - includes data processing terms and compliance requirements

2. Source Code Escrow: Provisions for source code protection when licensee requires access under specific conditions

3. Service Level Agreement: Performance metrics and support levels for when ongoing support or maintenance is included

4. Export Controls: Compliance with export regulations when software may be used internationally

Suggested Schedules

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

2. Schedule 2 - Licence Fees: Detailed breakdown of fees and payment terms

3. Schedule 3 - Service Level Agreement: Detailed support and maintenance terms

4. Schedule 4 - Acceptable Use Policy: Terms of acceptable use of the software

5. Schedule 5 - Technical Requirements: Minimum system requirements and technical specifications

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
Industries

Copyright, Designs and Patents Act 1988: Primary legislation governing intellectual property rights, protecting software as literary works, defining rights of copyright holders and duration of copyright protection

Consumer Rights Act 2015: Covers quality standards for digital content, fitness for purpose requirements, and may be applicable if licensee is a small business even in B2B context

Data Protection Act 2018 and UK GDPR: Governs personal data processing, data protection obligations, and cross-border data transfers requirements for software handling personal data

Computer Misuse Act 1990: Relevant for security provisions and unauthorized access considerations in software licensing

Electronic Commerce (EC Directive) Regulations 2002: Covers requirements for electronic contract formation, information requirements for digital transactions

Competition Act 1998: Addresses anti-competitive practices and restriction of trade considerations in software licensing

Contract Law (Common Law): Fundamental principles governing contract formation, consideration, terms and conditions, breach and remedies

Consumer Contracts Regulations 2013: Covers B2C transactions, including cancellation rights and information requirements

Sale of Goods Act 1979 and Supply of Goods and Services Act 1982: Establishes quality standards and fitness for purpose requirements, applicable depending on software supply method

Export Control Order 2008: Governs export restrictions on certain types of software and international use considerations

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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