Software Distribution Licence Template for England and Wales

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Key Requirements PROMPT example:

Software Distribution Licence

"I need a Software Distribution Licence to allow my company to grant exclusive distribution rights to a UK-based distributor for our accounting software, with a minimum sales commitment and revenue share of 30%, starting from March 2025."

Document background
The Software Distribution Licence is essential when software owners wish to expand their market reach through third-party distributors. This agreement, governed by English and Welsh law, provides a comprehensive framework for managing the relationship between software owners and distributors, covering crucial aspects such as distribution rights, territory restrictions, revenue sharing, and quality control measures. It's particularly relevant in today's digital economy where software distribution often occurs across multiple jurisdictions and through various channels.
Suggested Sections

1. Parties: Identification of licensor and distributor with full legal names and registered addresses

2. Background: Context of the agreement, ownership of software, and commercial intent of the parties

3. Definitions: Key terms used throughout the agreement including Software, Territory, Intellectual Property Rights

4. Grant of Licence: Scope and nature of distribution rights, including any restrictions and reservations

5. Territory: Geographical scope of distribution rights and any territorial restrictions

6. Term and Termination: Duration of the agreement, renewal terms, and grounds for termination

7. Payment Terms: Financial arrangements, royalties, payment schedule, and reporting requirements

8. Intellectual Property Rights: Protection and ownership of IP, including trademarks and copyright notices

Optional Sections

1. Minimum Performance Requirements: Sales targets, performance metrics, and consequences of failure to meet targets

2. White Labelling: Provisions for rebranding the software, including trademark usage guidelines

3. Source Code Escrow: Arrangements for source code protection and release conditions

4. Data Processing: GDPR compliance provisions and data protection obligations

Suggested Schedules

1. Schedule 1 - Software Description: Technical specifications, functionality, and system requirements

2. Schedule 2 - Service Level Agreement: Performance standards, support requirements, and response times

3. Schedule 3 - Price List: Pricing structure, royalty calculations, and payment terms

4. Schedule 4 - End User Licence Agreement: Standard terms and conditions for end users of the software

5. Schedule 5 - Territory Map: Detailed definition and mapping of the geographical territory covered

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 copyright protection, treating software as literary work, defining rights of copyright holders, duration of protection, and permitted acts and licensing provisions

Consumer Rights Act 2015: Legislation covering B2C transactions, including quality requirements, fitness for purpose, and consumer protection provisions in software distribution

Data Protection Act 2018 and UK GDPR: Laws governing personal data processing, including data protection obligations, cross-border data transfers, and privacy requirements in software

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

Competition Act 1998: Law governing anti-competitive practices, market dominance considerations, and territory restrictions in software distribution

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

Consumer Contracts Regulations 2013: Legislation governing distance selling provisions, right of withdrawal, and information requirements for consumer contracts

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

Trade Marks Act 1994: Legislation governing protection of software branding, licensing of marks, and usage restrictions

Enterprise Act 2002: Law covering fair trading provisions and consumer protection in business practices

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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