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Computer Software Licence Template for England and Wales

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Key Requirements PROMPT example:

Computer Software Licence

"I need a Computer Software Licence for my new enterprise resource planning software that will be licensed to large manufacturing companies in the UK, including ongoing maintenance services and source code escrow provisions."

Document background
The Computer Software Licence is essential for businesses seeking to protect their intellectual property while allowing others to use their software products. This agreement, governed by English and Welsh law, defines the scope of permitted use, payment terms, and obligations of both parties. It's particularly important in commercial software distribution, whether for standard off-the-shelf products or customized solutions. The document addresses key aspects including copyright protection, liability limitations, maintenance provisions, and termination rights.
Suggested Sections

1. Parties: Identification of licensor and licensee

2. Background: Context of the agreement and ownership of the software

3. Definitions: Key terms used throughout the agreement

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

5. Licence Fees: Payment terms and conditions

6. Intellectual Property Rights: Ownership and protection of IP

7. Warranties and Limitations: Software warranties and liability limitations

8. Term and Termination: Duration and termination provisions

9. Governing Law: Applicable law and jurisdiction

Optional Sections

1. Support and Maintenance: Terms for ongoing support services - include when support services are part of the agreement

2. Service Levels: Performance standards and metrics - include for enterprise software with uptime requirements

3. Data Protection: GDPR compliance provisions - include when personal data is processed

4. Source Code Escrow: Source code deposit arrangements - include for business-critical software

5. Training: User training provisions - include when training services are part of the agreement

Suggested Schedules

1. Software Description: Detailed technical specifications of the software

2. Licence Fees Schedule: Detailed pricing structure and payment terms

3. Service Level Agreement: Detailed performance metrics and remedies

4. Support Services Description: Details of support and maintenance services

5. Acceptable Use Policy: Terms of acceptable 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





































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Industries

Copyright, Designs and Patents Act 1988: Primary legislation governing software copyright protection in the UK. Defines rights of copyright holders and covers permitted acts and limitations

Copyright (Computer Programs) Regulations 1992: Specific regulations for computer program protection, implementing the EU Software Directive

Data Protection Act 2018 and UK GDPR: Legislation governing personal data processing, data protection obligations, and cross-border data transfer considerations

Consumer Rights Act 2015: Legislation covering consumer rights, statutory remedies, and unfair contract terms when licensing to consumers

Unfair Contract Terms Act 1977: Covers limitations on liability exclusions and provides reasonableness test for B2B contracts

Electronic Commerce (EC Directive) Regulations 2002: Governs electronic contracting, including information requirements and online contracting rules

Competition Act 1998: Legislation covering anti-competitive practices and market abuse provisions

Trade Secrets (Enforcement, etc.) Regulations 2018: Regulations governing protection of confidential information and trade secret provisions

Common Law Principles: General contract law principles developed through case law in England and Wales

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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