Corporate Software Licence Template for England and Wales

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Key Requirements PROMPT example:

Corporate Software Licence

"I need a Corporate Software Licence agreement for a cloud-based analytics platform that will be used by 500 users across our European offices, with specific requirements for GDPR compliance and data processing agreements to be included."

Document background
The Corporate Software Licence serves as the primary agreement for businesses seeking to legally use software products within their organization. This agreement, governed by English and Welsh law, establishes the relationship between software providers and corporate users, defining critical aspects such as usage rights, restrictions, fees, and compliance requirements. It's essential for protecting intellectual property rights while enabling business operations, particularly in scenarios involving enterprise-wide software deployment or mission-critical applications.
Suggested Sections

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

2. Background: Context of the agreement and relationship between parties

3. Definitions: Key terms used throughout the agreement

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

5. Licence Fees: Payment terms and fee structure

6. Intellectual Property Rights: Ownership and protection of IP rights

7. Confidentiality: Protection of confidential information

8. Term and Termination: Duration and termination provisions

9. Warranties and Limitations: Warranties provided and their limitations

Optional Sections

1. Source Code Escrow: Additional provisions for source code access arrangements when software is business-critical

2. Professional Services: Additional terms for implementation, training, or other professional services provided by licensor

3. Data Processing: Specific terms governing data protection obligations when personal data processing is involved

4. Export Controls: Compliance provisions for software with encryption capabilities or cross-border usage

Suggested Schedules

1. Software Description: Detailed description of licensed software and functionality

2. Service Level Agreement: Performance standards and support levels

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

4. Technical Requirements: Hardware and system requirements for software operation

5. Data Processing Agreement: Detailed data processing terms required under GDPR when 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
Industries

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

Data Protection Act 2018 and UK GDPR: Legislation covering processing of personal data, data protection principles, cross-border data transfers, and data security requirements

Consumer Rights Act 2015: While primarily for consumer protection, relevant for B2B contracts regarding unfair terms and contract fairness

Computer Misuse Act 1990: Covers unauthorized access provisions and security requirements for software systems

Electronic Commerce (EC Directive) Regulations 2002: Governs electronic contracting provisions and information requirements for digital commerce

Competition Act 1998: Ensures fair competition and prevents anti-competitive practices in software licensing

Enterprise Act 2002: Supplements competition law framework and provides additional business regulation relevant to software licensing

Unfair Contract Terms Act 1977: Regulates unfair terms in contracts and provides framework for reasonable contract terms

Trade Secrets (Enforcement, etc.) Regulations 2018: Protects confidential business information and trade secrets in software licensing agreements

Export Control Order 2008: Regulates export of software, particularly those with encryption capabilities

Communications Act 2003: Relevant for software with communication features and telecommunications aspects

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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