Proprietary Software Licence Agreement Template for England and Wales

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Key Requirements PROMPT example:

Proprietary Software Licence Agreement

"I need a Proprietary Software Licence Agreement for licensing our new AI-powered analytics software to enterprise customers in the UK and EU, with specific provisions for data protection compliance and source code protection."

Document background
The Proprietary Software Licence Agreement is essential for any business licensing software under English and Welsh law. It protects the intellectual property rights of software owners while providing licensees with clear terms of use. This agreement is particularly relevant in today's digital economy where software licensing is a crucial part of business operations. It addresses key areas including usage scope, fees, maintenance, support, and compliance with UK data protection laws. The agreement should be tailored to specific circumstances while maintaining core protections for both parties.
Suggested Sections

1. Parties: Identifies and defines the licensor and licensee

2. Background: Sets out context and purpose of the agreement

3. Definitions: Defines key terms used throughout the agreement

4. Grant of Licence: Specifies the scope, nature, and territory of the licence granted

5. Licence Fees: Details payment terms, amounts, and payment schedule

6. Intellectual Property Rights: Confirms ownership and protection of IP rights

7. Restrictions on Use: Specifies limitations and prohibited activities

8. Term and Termination: Duration of agreement and termination provisions

9. Warranties and Indemnities: Standard warranties and indemnification provisions

10. Governing Law and Jurisdiction: Specifies applicable law and dispute resolution forum

Optional Sections

1. Support and Maintenance: Details support services and requirements when ongoing support is part of the agreement

2. Service Levels: Defines performance metrics and standards when specific performance guarantees are required

3. Data Protection: GDPR and data protection compliance provisions when personal data processing is involved

4. Source Code Escrow: Provisions for source code protection when source code access might be required

5. Change Control: Process for managing changes to software in complex implementations requiring change management

Suggested Schedules

1. Software Description: Detailed technical specifications of the software

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

3. Service Level Agreement: Detailed performance metrics and remedies

4. Support and Maintenance Schedule: Details of support services and response times

5. Acceptable Use Policy: Detailed terms of acceptable software use

6. Data Processing Agreement: Detailed data protection obligations 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
Industries

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

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

Consumer Rights Act 2015: Legislation governing consumer rights, statutory remedies, and unfair contract terms when licensing to consumers

Computer Misuse Act 1990: Legislation covering unauthorized access provisions and software security considerations

Contracts (Rights of Third Parties) Act 1999: Legislation governing third-party rights under the licence agreement

Electronic Commerce (EC Directive) Regulations 2002: Regulations covering electronic contracting and online agreement requirements

Competition Act 1998: Legislation governing anti-competitive provisions and market abuse considerations

Consumer Protection from Unfair Trading Regulations 2008: Regulations protecting consumers in B2C licensing scenarios from unfair trading practices

Contract Law Fundamentals: Common law principles covering offer and acceptance, consideration, and intention to create legal relations

Principles of Contractual Interpretation: Common law principles including contra proferentem rule and business efficacy

Contractual Remedies: Common law principles governing remedies for breach including damages, specific performance, and injunctive relief

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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