Master Software Agreement

Master Software Agreement Template for England and Wales

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Key Requirements PROMPT example:

"I need a Master Software Agreement for my enterprise SaaS platform that will be licensed to financial institutions in the UK, with particular emphasis on data security requirements and the ability to add multiple software products through order forms starting March 2025."

Document background

The Master Software Agreement is designed for situations where organizations need a structured legal framework for software licensing and related services. This contract type is particularly important when multiple software products or services may be licensed over time, as it provides a single overarching agreement that establishes standard terms and conditions. Under English and Welsh law, it includes essential provisions for data protection, intellectual property rights, and service delivery, while allowing flexibility through supplementary order forms. The agreement is commonly used for enterprise-level software deployments where ongoing relationship management and clear operational parameters are crucial.

Suggested Sections

1. Parties: Identification and details of the contracting parties (typically supplier and customer)

2. Background: Context of the agreement and high-level description of the software and services

3. Definitions: Key terms used throughout the agreement

4. License Grant: Terms of software license, scope, and usage rights

5. Fees and Payment: Payment terms, pricing, and invoicing arrangements

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

7. Confidentiality: Protection of confidential information

8. Data Protection: Compliance with data protection laws and data handling requirements

9. Term and Termination: Duration of agreement and termination rights

10. Liability and Indemnities: Limitation of liability and indemnification provisions

Optional Sections

1. Professional Services: Additional terms for implementation, training, or consulting services when these are part of the offering

2. Service Levels: Performance metrics and service level commitments for when specific performance standards are required

3. Change Control: Process for managing changes to services or specifications, typically used in complex implementations

4. Disaster Recovery: Business continuity and disaster recovery provisions for business-critical software

5. Export Control: Compliance requirements with export control regulations when software may be subject to export restrictions

Suggested Schedules

1. Software Description Schedule: Detailed description of software functionality and specifications

2. Service Level Agreement Schedule: Detailed service levels, metrics, and remedies

3. Support Services Schedule: Description of support services and procedures

4. Pricing Schedule: Detailed pricing information and payment terms

5. Data Processing Agreement Schedule: Detailed data protection obligations and procedures

6. Security Requirements Schedule: Security standards and requirements

7. Change Control Procedure Schedule: Detailed process for implementing changes

Authors

Alex Denne

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

alex.den.21@genieai.co

Relevant legal definitions

Clauses

Relevant Industries

Relevant Teams

Relevant Roles

Industries

Common Law Contract Principles: Fundamental principles governing contract formation, offer, acceptance, consideration, and intention to create legal relations under English law

Contracts (Rights of Third Parties) Act 1999: Legislation governing how third parties may enforce terms of a contract to which they are not a direct party

Unfair Contract Terms Act 1977: Controls the use of exclusion and limitation clauses in contracts, setting limits on what liability can be excluded

Misrepresentation Act 1967: Provides remedies for false statements made during contract negotiation that induced the contract

UK General Data Protection Regulation (UK GDPR): Post-Brexit data protection legislation governing the processing of personal data in the UK

Data Protection Act 2018: The UK's implementation of data protection laws, working alongside UK GDPR

Privacy and Electronic Communications Regulations (PECR): Specific rules for electronic communications, including electronic marketing and cookies

Copyright, Designs and Patents Act 1988: Primary legislation governing intellectual property rights in software and other works

Trade Marks Act 1994: Legislation governing the protection and use of trademarks

The Copyright (Computer Programs) Regulations 1992: Specific regulations dealing with copyright protection for computer programs

Consumer Rights Act 2015: Key consumer protection legislation affecting contracts with consumers

Electronic Communications Act 2000: Legislation governing electronic communications and electronic signatures

Electronic Signatures Regulations 2002: Specific regulations governing the use and validity of electronic signatures

Export Control Act 2002: Controls on the export of strategic goods, including certain types of software

Network and Information Systems Regulations 2018: Legislation governing cybersecurity requirements for digital service providers

Competition Act 1998: Prohibits anti-competitive agreements and abuse of dominant market position

Enterprise Act 2002: Framework for merger control and market investigations in the UK

Financial Services and Markets Act 2000: Primary legislation governing financial services regulation, relevant if software is used in financial services

Payment Services Regulations 2017: Regulations governing payment services and payment service providers, relevant for payment-related software

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Master Software Agreement Template for England and Wales

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