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Source Code License Agreement

Source Code License Agreement Template for New Zealand

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Key Requirements PROMPT example:

Source Code License Agreement

"I need a Source Code License Agreement for licensing our proprietary fintech software to a major bank in New Zealand, with strict security requirements and source code escrow provisions to be implemented by March 2025."

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Document background
The Source Code License Agreement is a critical legal document used when a software owner wishes to license their source code to another party while maintaining intellectual property rights and controlling usage. This agreement type is essential in the New Zealand technology sector, where it must comply with local intellectual property laws, including the Copyright Act 1994 and Contract and Commercial Law Act 2017. The document is typically used in scenarios involving software licensing, technology transfer, or development partnerships, where access to source code is necessary but requires strict controls and protections. It includes detailed provisions for code usage, modification rights, confidentiality, and technical requirements, all structured within New Zealand's legal framework.
Suggested Sections

1. Parties: Identification and details of the licensor and licensee

2. Background: Context of the agreement, including brief description of the software and purpose of the license

3. Definitions: Definitions of key terms used throughout the agreement

4. Grant of License: Scope and nature of the license being granted, including usage rights and restrictions

5. License Fees: Payment terms, fee structure, and payment schedule

6. Intellectual Property Rights: Assertion and protection of IP rights, ownership of modifications and derivatives

7. Confidentiality: Protection of source code and other confidential information

8. Warranties and Representations: Warranties regarding ownership, non-infringement, and code quality

9. Limitation of Liability: Limitations on liability and disclaimers

10. Term and Termination: Duration of agreement, renewal terms, and termination conditions

11. Post-Termination Obligations: Requirements and restrictions after agreement ends

12. General Provisions: Standard legal provisions including governing law, dispute resolution, and notices

Optional Sections

1. Source Code Escrow: Terms for source code escrow arrangements, used when providing business continuity assurance to licensee

2. Support and Maintenance: Terms for ongoing technical support and maintenance, if provided separately from main license

3. Security Requirements: Specific security measures and compliance requirements, important for sensitive applications

4. Performance Standards: Specific performance metrics and SLAs, relevant for business-critical applications

5. Sublicensing Rights: Terms for sublicensing, if permitted

6. Geographic Restrictions: Territorial limitations on usage, if applicable

7. Export Control: Export control compliance requirements, necessary for international usage

8. Data Protection: Specific data protection and privacy requirements, essential if software processes personal data

Suggested Schedules

1. Schedule 1 - Software Description: Detailed description of the source code, components, and documentation

2. Schedule 2 - License Fees: Detailed breakdown of license fees, payment terms, and calculations

3. Schedule 3 - Technical Specifications: Technical requirements, dependencies, and compatibility specifications

4. Schedule 4 - Acceptable Use Policy: Detailed terms of acceptable use and restrictions

5. Schedule 5 - Support Services: Details of support and maintenance services if included

6. Appendix A - Development Tools: List of authorized development tools and third-party components

7. Appendix B - Security Standards: Required security standards and compliance 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

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Source Code
Object Code
Derivative Works
Documentation
Effective Date
Intellectual Property Rights
License Fee
Licensed Software
Modifications
Permitted Purpose
Authorized Users
Confidential Information
Development Tools
Escrow Materials
Implementation Period
License Term
Maintenance Services
Related Software
Security Requirements
Software Updates
Source Code Materials
Specifications
Technical Requirements
Third Party Components
User Interface
Working Day
Territory
Acceptance Tests
Bug Fix
Compiled Version
Development Environment
Error
License Keys
Production Environment
Support Services
Version Release
Relevant Industries

Information Technology

Software Development

Financial Services

Healthcare Technology

E-commerce

Telecommunications

Manufacturing Technology

Education Technology

Professional Services

Research and Development

Relevant Teams

Legal

Software Development

Information Technology

Intellectual Property

Procurement

Commercial

Compliance

Engineering

Research & Development

Product Management

Relevant Roles

Chief Technology Officer

Software Development Manager

Legal Counsel

Intellectual Property Lawyer

Software Architect

Licensing Manager

IT Director

Chief Information Officer

Software Engineering Lead

Contract Manager

Technology Procurement Manager

IP Rights Manager

Commercial Director

Head of Development

Industries
Copyright Act 1994: Fundamental legislation protecting original works including software code, establishing copyright ownership, duration of protection, and permitted uses
Contract and Commercial Law Act 2017: Governs formation and enforcement of contracts, including electronic transactions and digital agreements
Fair Trading Act 1986: Ensures fair trading practices and prevents misleading conduct in commercial transactions, including software licensing
Privacy Act 2020: Regulates the collection, use, and disclosure of personal information, relevant if the software processes user data
Consumer Guarantees Act 1993: Provides statutory guarantees for goods and services, including software products, when supplied to consumers
Patents Act 2013: Relevant if the source code contains patented innovations or algorithms that need protection
Electronic Transactions Act 2002: Governs the legal validity of electronic transactions and signatures in agreements
Commerce Act 1986: Relevant for competition law considerations in licensing terms and restrictions
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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