White Label Software License Agreement Template for Netherlands

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Key Requirements PROMPT example:

White Label Software License Agreement

"I need a White Label Software License Agreement for my fintech software solution that will be licensed to banks in the Netherlands and Germany, with strict data protection requirements and source code escrow provisions, planned to launch in March 2025."

Document background
The White Label Software License Agreement is essential for businesses seeking to license software for rebranding and distribution under Dutch law. This document is particularly useful when a software provider wants to allow other companies to market their software solution under different branding while maintaining control over the core product. It addresses critical aspects such as intellectual property rights, permitted modifications, support obligations, and compliance with Dutch and EU regulations. The agreement is commonly used in B2B scenarios where companies want to expand their product portfolio without investing in software development, ensuring clear terms for white labeling, customization, maintenance, and end-user support. This document type is specifically structured to comply with Dutch contract law and relevant EU directives, including software licensing and data protection requirements.
Suggested Sections

1. Parties: Identification of the licensor and licensee, including registered addresses and company details

2. Background: Context of the agreement, brief description of the software, and parties' objectives

3. Definitions: Defined terms used throughout the agreement, including technical terms and specific white labeling concepts

4. Grant of License: Scope of the license, permitted use, and white labeling rights

5. White Labeling Rights and Restrictions: Specific terms regarding rebranding, modification of branding elements, and marketing restrictions

6. License Restrictions: Prohibited activities, usage limitations, and territory restrictions

7. Intellectual Property Rights: Ownership of IP, protection measures, and infringement handling

8. Fees and Payment: License fees, payment terms, and related financial obligations

9. Support and Maintenance: Basic support obligations, maintenance services, and update provisions

10. Confidentiality: Protection of confidential information and trade secrets

11. Term and Termination: Duration, renewal terms, and termination rights

12. Warranties and Disclaimers: Software performance warranties and standard disclaimers

13. Liability and Indemnification: Limitation of liability and mutual indemnification obligations

14. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and notices

Optional Sections

1. Professional Services: Include when custom development or implementation services are part of the agreement

2. Service Levels: Include when specific performance metrics and service levels are guaranteed

3. Data Processing Terms: Required when the software processes personal data under GDPR

4. Source Code Escrow: Include when source code escrow arrangements are required for business continuity

5. Hardware Requirements: Include when the software requires specific hardware configurations or includes hardware components

6. Training Services: Include when training services are provided to licensee's staff

7. Marketing and Promotion: Include detailed marketing terms when joint promotional activities are planned

8. Migration Services: Include when data migration services are provided during implementation

Suggested Schedules

1. Schedule 1 - Software Description: Detailed technical specifications and functionality of the software

2. Schedule 2 - License Fees: Detailed pricing structure, payment schedules, and fee calculations

3. Schedule 3 - Service Level Agreement: Detailed service levels, response times, and performance metrics

4. Schedule 4 - Support Services: Detailed support procedures, escalation processes, and contact information

5. Schedule 5 - Branding Guidelines: Specifications for white labeling, including permitted modifications and brand requirements

6. Schedule 6 - Security Requirements: Security standards, protocols, and compliance requirements

7. Appendix A - Acceptable Use Policy: Detailed terms of acceptable use and restrictions

8. Appendix B - Data Processing Agreement: GDPR-compliant data processing terms and requirements

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

Information Technology

Software Development

Financial Services

Healthcare Technology

Education Technology

Professional Services

Telecommunications

E-commerce

Digital Marketing

Manufacturing

Business Process Outsourcing

Insurance

Banking

Consulting Services

Relevant Teams

Legal

Information Technology

Product Development

Sales

Procurement

Compliance

Business Development

Marketing

Software Development

Partner Relations

Commercial Operations

Risk Management

Relevant Roles

Chief Technology Officer

Legal Counsel

Software Licensing Manager

Commercial Director

Head of Product

Business Development Manager

Chief Information Officer

Procurement Manager

IT Director

Software Development Manager

Compliance Officer

Contract Manager

Partnership Manager

Product Marketing Manager

Chief Legal Officer

Sales Director

Technology Partnership Manager

Industries
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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