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Standard Software Licence Agreement
"I need a Standard Software Licence Agreement for licensing our new accounting software to enterprise clients in the UK, with specific provisions for source code escrow and annual maintenance fees starting from March 2025."
1. Parties: Identification and details of the licensor and licensee
2. Background: Context of the agreement and brief description of the software
3. Definitions: Key terms used throughout the agreement including Software, Documentation, Intellectual Property Rights, and License Fees
4. Licence Grant: Scope, nature, and limitations of the software licence, including usage rights and restrictions
5. Licence Fees: Payment terms, conditions, and fee structure for the software license
6. Intellectual Property Rights: Ownership and protection of IP rights, including restrictions on modification and reverse engineering
7. Warranties and Limitations: Software warranties, disclaimers, and liability limitations
8. Term and Termination: Duration of the agreement, renewal terms, and termination provisions
1. Service Level Agreement: Performance standards, support levels, and response times for software maintenance and support
2. Data Protection: GDPR compliance provisions and data processing obligations
3. Source Code Escrow: Arrangements for source code deposit and release conditions
4. Professional Services: Terms for implementation, training, and additional professional services
1. Schedule 1 - Software Description: Detailed technical specifications and functionality of the licensed software
2. Schedule 2 - Licence Fees: Detailed pricing structure, payment terms, and fee calculations
3. Schedule 3 - Service Level Agreement: Detailed performance metrics, support arrangements, and service credits
4. Schedule 4 - Acceptable Use Policy: Detailed rules and restrictions for software usage and access
5. Schedule 5 - Data Processing Agreement: Detailed data protection obligations, procedures, and safeguards
Authors
Acceptance Tests
Authorised Users
Business Day
Confidential Information
Configuration
Documentation
Effective Date
Fees
Initial Term
Intellectual Property Rights
Licence
Licence Fee
Maintenance Release
New Version
Normal Business Hours
Open-Source Software
Personal Data
Software
Software Specification
Source Code
Support Services
Term
Territory
Third Party Software
Updates
Upgrades
User Acceptance Testing
User Manual
Virus
Vulnerability
Licence Restrictions
Licence Fee and Payment
Delivery and Installation
Acceptance Testing
Support Services
Warranties
Intellectual Property Rights
Confidentiality
Data Protection
Limitation of Liability
Indemnification
Term and Termination
Force Majeure
Assignment and Subcontracting
Audit Rights
Export Controls
Source Code Escrow
Service Levels
Maintenance and Updates
Security Requirements
Disaster Recovery
Documentation
Training
Non-solicitation
Governing Law
Dispute Resolution
Entire Agreement
Severability
Third Party Rights
Notices
Anti-bribery and Corruption
Change Control
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