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White Label Software Licence Agreement
"I need a White Label Software Licence Agreement for my fintech software that will be licensed to a UK bank, with strict data protection provisions and the ability for the bank to fully rebrand the solution while maintaining our ownership of the underlying IP."
1. Parties: Identification of licensor and licensee with full legal details
2. Background: Context of the agreement and brief description of the software and white labelling arrangement
3. Definitions: Key terms used throughout the agreement including Software, White Label Rights, Territory, etc.
4. Grant of Licence: Scope of rights granted, including white labelling permissions and restrictions
5. Intellectual Property Rights: Ownership and protection of IP rights in the software
6. Payment Terms: Licence fees, payment schedule, and related financial terms
7. Warranties and Representations: Standard warranties regarding software ownership, performance, and compliance
8. Term and Termination: Duration of agreement and termination provisions
9. Confidentiality: Protection of confidential information and trade secrets
10. Governing Law and Jurisdiction: Specification of English and Welsh law as governing law
1. Service Level Agreement: Specific performance metrics and support requirements (use when ongoing support and maintenance is part of the arrangement)
2. Data Protection: GDPR and data protection compliance obligations (use when personal data processing is involved)
3. Territory Restrictions: Geographical limitations on use and distribution (use when licence is territory-specific)
4. Audit Rights: Rights to audit licensee's use of software (use for complex licensing arrangements or usage-based pricing)
1. Schedule 1 - Software Description: Detailed technical specifications of the software
2. Schedule 2 - Licence Fees: Detailed pricing structure and payment terms
3. Schedule 3 - Service Level Agreement: Detailed support and maintenance terms
4. Schedule 4 - Branding Guidelines: Requirements for white labelling and rebranding
5. Schedule 5 - Technical Requirements: Minimum system requirements and technical specifications
6. Appendix A - Approved Territory List: List of territories where software can be used/distributed
Authors
Authorised Users
Background IPR
Branding Guidelines
Business Day
Commencement Date
Confidential Information
Configuration
Custom Development
Data Protection Laws
Documentation
Effective Date
End Users
Force Majeure Event
Intellectual Property Rights
Licence
Licence Fees
Licensed Software
Licensee
Licensor
Maintenance Release
New Version
Original Branding
Permitted Purpose
Personal Data
Service Level Agreement
Software
Source Code
Specification
Support Services
Term
Territory
Third Party Software
Updates
Upgrades
User Interface
White Label Rights
White Labelled Software
White Label Rights
Intellectual Property Rights
Payment Terms
Service Levels
Support and Maintenance
Software Updates
Usage Restrictions
Customisation Rights
Sublicensing
Confidentiality
Data Protection
Warranties
Indemnification
Limitation of Liability
Term and Termination
Force Majeure
Change Control
Audit Rights
Assignment
Security Requirements
Disaster Recovery
Territory Restrictions
Non-Competition
Dispute Resolution
Governing Law
Entire Agreement
Severability
Notices
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