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Business Software Licence Template for England and Wales

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Key Requirements PROMPT example:

Business Software Licence

"I need a Business Software Licence agreement for my enterprise management software that will be licensed to financial institutions in the UK, including specific provisions for data security and regular system updates, with the first deployment planned for March 2025."

Document background
The Business Software Licence agreement is essential when a software provider wishes to grant another business the right to use its software while retaining ownership of the intellectual property. This document, governed by English and Welsh law, establishes the commercial and legal framework for software usage, including licensing terms, restrictions, support arrangements, and compliance requirements. It's particularly important for protecting the licensor's IP rights while providing the licensee with clear parameters for legitimate use of the software.
Suggested Sections

1. Parties: 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

4. Licence Grant: Scope and nature of the licence being granted

5. Licence Restrictions: Limitations on use and prohibited activities

6. Intellectual Property Rights: Ownership and protection of IP rights

7. Payment Terms: Licence fees, payment schedule, and related terms

8. Term and Termination: Duration and termination provisions

9. Warranties and Indemnities: Guarantees and protections provided by each party

Optional Sections

1. Support and Maintenance: Include when ongoing support services are part of the agreement - covers maintenance obligations, response times, and service scope

2. Service Levels: Include when specific performance guarantees are required - defines performance metrics, standards, and remedies

3. Data Protection: Include when personal data processing is involved - covers data handling obligations and compliance requirements

4. Source Code Escrow: Include when source code access might be required - details escrow arrangements and release conditions

Suggested Schedules

1. Software Description: Detailed technical specifications of the software

2. Licence Fees: Detailed pricing structure and payment terms

3. Service Level Agreement: Detailed performance metrics and remedies

4. Support Services: Details of support and maintenance services

5. Acceptable Use Policy: Rules and guidelines for software usage

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions

































Clauses































Industries

Copyright, Designs and Patents Act 1988: Core legislation protecting software as literary work, defining copyright holders' rights, duration of protection, and permitted acts/exceptions

Computer Misuse Act 1990: Addresses unauthorized access and modification of software, setting security requirements and cybercrime provisions

Data Protection Act 2018 & UK GDPR: Governs personal data processing, data protection obligations, and cross-border data transfers requirements

Consumer Rights Act 2015: Relevant for software quality and fitness for purpose, potentially applicable even in B2B contexts with small businesses

Electronic Commerce (EC Directive) Regulations 2002: Regulates electronic contract formation, information requirements for digital transactions, and online commerce

Competition Act 1998: Controls anti-competitive practices and market abuse provisions in software licensing

Contracts (Rights of Third Parties) Act 1999: Governs third-party rights, assignment, and sub-licensing considerations in software contracts

Electronic Communications Act 2000: Addresses electronic signatures and validity of electronic transactions in software licensing

Trade Marks Act 1994: Covers protection of software branding and licensing of trademarks associated with the software

Export Control Regulations: International considerations for cross-border software licensing and export controls

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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