Copyright Software Licence Template for England and Wales

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Key Requirements PROMPT example:

Copyright Software Licence

"I need a Copyright Software Licence for my new AI analytics software that will be licensed to financial institutions in the UK, with specific clauses about data protection and source code protection, starting from March 2025."

Document background
A Copyright Software Licence is essential when a software owner wishes to grant usage rights while retaining ownership of the intellectual property. This agreement, governed by English and Welsh law, is commonly used in commercial software distribution, enterprise software deployment, and SaaS arrangements. It includes crucial terms about usage rights, restrictions, warranties, and liability limitations, ensuring compliance with UK copyright legislation and providing clear guidelines for both parties.
Suggested Sections

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

2. Background: Context of the agreement and ownership declaration of the software

3. Definitions: Key terms used throughout the agreement including Software, Licensed Rights, Territory, etc.

4. Grant of Licence: Scope and nature of the licence being granted, including territory and permitted use

5. Licence Restrictions: Limitations on use and prohibited activities

6. Intellectual Property Rights: Confirmation of ownership and protection of rights

7. Payment Terms: Licence fees and payment conditions

8. Term and Termination: Duration of the licence and circumstances for termination

9. Warranties and Indemnities: Standard warranties about ownership and indemnities for breach

10. Governing Law and Jurisdiction: Specification of English and Welsh law as governing law

Optional Sections

1. Support and Maintenance: Terms for ongoing support services and software updates

2. Data Protection: GDPR and data protection compliance provisions

3. Source Code Escrow: Terms for source code protection and access conditions

4. White Label Provisions: Terms for rebranding and resale of the software

5. Export Controls: Compliance with export control regulations

Suggested Schedules

1. Schedule 1 - Software Description: Detailed description of the licensed software and its components

2. Schedule 2 - Technical Specifications: Technical requirements and compatibility information

3. Schedule 3 - Service Level Agreement: Performance metrics and service levels if applicable

4. Schedule 4 - Support Services: Details of support and maintenance services if included

5. Schedule 5 - Fee Schedule: Detailed breakdown of licence fees and payment terms

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

Clauses
Industries

Copyright, Designs and Patents Act 1988: Primary UK legislation governing copyright protection, including specific provisions for computer programs, rights of copyright holders, duration of protection, and moral rights

Consumer Rights Act 2015: Key legislation for consumer protection, covering fairness of terms, quality standards and fitness for purpose when software is licensed to consumers

Copyright and Rights in Databases Regulations 1997: Specific regulations governing the protection of databases, relevant if the software includes database components

Computer Programs Regulations 1999: Regulations specifically dealing with restrictions on patent grants for computer programs

EU Retained Law - Software Directive: Retained EU law (Directive 2009/24/EC) providing specific protection for computer programs post-Brexit

EU Retained Law - Database Directive: Retained EU law (Directive 96/9/EC) covering database rights and protection post-Brexit

Berne Convention: International treaty governing copyright protection across multiple jurisdictions

Data Protection Act 2018: UK's primary data protection legislation, including UK GDPR provisions, relevant if software processes personal data

Electronic Commerce Regulations 2002: Regulations governing electronic transactions, relevant for digitally granted software licenses

Competition Law: Legal framework ensuring license terms don't create unfair market restrictions or anti-competitive conditions

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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