Software Vendor Contract Template for England and Wales

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Key Requirements PROMPT example:

Software Vendor Contract

"I need a Software Vendor Contract for my enterprise software company to license our new cloud-based project management solution to a large financial services client, including SLA commitments and data protection provisions compliant with UK regulations."

Document background
The Software Vendor Contract is designed for use when establishing a formal relationship between software providers and their customers. This agreement, governed by English and Welsh law, details the terms of software licensing, usage rights, support services, and compliance requirements. It incorporates essential provisions for data protection, intellectual property rights, and service level commitments while ensuring alignment with UK regulatory requirements and industry standards.
Suggested Sections

1. Parties: Identification of contracting parties including registered addresses and company numbers

2. Background: Context of the agreement and high-level description of services

3. Definitions: Key terms used throughout the agreement

4. License Grant: Scope and terms of software license

5. Fees and Payment: Payment terms, pricing, and invoicing arrangements

6. Intellectual Property Rights: Ownership and protection of IP

7. Data Protection: GDPR compliance and data handling obligations

8. Confidentiality: Protection of confidential information

9. Term and Termination: Duration and termination provisions

Optional Sections

1. Professional Services: Additional implementation and consulting services beyond software licensing

2. Service Levels: Performance metrics and remedies for SaaS or hosted solutions

3. Source Code Escrow: Source code protection arrangements for business-critical applications

4. Export Controls: Compliance with export regulations for international deployments

Suggested Schedules

1. Software Description: Detailed description of licensed software

2. Service Level Agreement: Detailed performance metrics and remedies

3. Support and Maintenance: Support levels and maintenance terms

4. Pricing Schedule: Detailed pricing structure and payment terms

5. Data Processing Agreement: Detailed data protection obligations

6. Technical Requirements: System requirements and 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
Relevant Industries
Relevant Teams
Relevant Roles
Industries

Consumer Rights Act 2015: Primary legislation governing consumer rights in the UK, particularly relevant if the software contract has B2C elements. Covers quality of service, fitness for purpose, and consumer protections.

Data Protection Act 2018: UK's implementation of GDPR, governing how personal data must be handled, processed, and protected. Essential for software contracts involving data processing.

Copyright, Designs and Patents Act 1988: Governs intellectual property rights, particularly relevant for software licensing and protection of code and related materials.

Supply of Goods and Services Act 1982: Sets out implied terms for the supply of services, including requirements that services be carried out with reasonable care and skill.

Electronic Commerce Regulations 2002: Regulates electronic commerce activities and online service provision, including requirements for information provision and commercial communications.

Computer Misuse Act 1990: Relevant for security provisions and unauthorized access prevention in software contracts.

Unfair Contract Terms Act 1977: Controls the use and enforcement of exclusion and limitation clauses in contracts, particularly important for liability provisions.

Misrepresentation Act 1967: Governs false statements made during contract formation, relevant for pre-contractual representations about software capabilities.

Consumer Protection Regulations 2018: Post-Brexit regulations maintaining consumer protection standards, including distance selling provisions.

NIS Regulations 2018: Network and Information Systems Regulations governing cybersecurity requirements for digital service providers.

Payment Services Regulations 2017: Relevant if the software involves payment processing or financial transactions.

Privacy and Electronic Communications Regulations: Governs electronic communications, particularly relevant for software involving communications features or marketing.

Cross-border Data Transfer Regulations: Rules governing international data transfers, particularly relevant post-Brexit for UK-EU data flows.

Common Law Contract Principles: Fundamental principles of contract formation including offer, acceptance, consideration, and intention to create legal relations.

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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