Software Source Code Agreement

Software Source Code Agreement Template for England and Wales

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Key Requirements PROMPT example:

"I need a Software Source Code Agreement to license our proprietary trading algorithm source code to a financial services company, with strict confidentiality provisions and usage restrictions, planned to commence from March 2025."

Document background

The Software Source Code Agreement is essential when organizations need to share, license, or transfer software source code while protecting their intellectual property rights. This agreement, governed by English and Welsh law, provides comprehensive coverage of ownership rights, usage permissions, modification rights, and confidentiality requirements. It is particularly crucial in scenarios involving software development, technology transfers, or when source code access is required for maintenance or customization purposes. The agreement ensures compliance with UK software licensing laws while protecting both the original developer's interests and the licensee's rights.

Suggested Sections

1. Parties: Identification and details of the contracting parties

2. Background: Context of the agreement and brief description of the parties' intentions

3. Definitions: Key terms used throughout the agreement

4. License Grant: Terms of the source code license, including scope and restrictions

5. Intellectual Property Rights: Ownership and transfer of rights in the source code

6. Confidentiality: Protection of confidential information and trade secrets

7. Warranties and Representations: Guarantees regarding the source code and related rights

8. Liability and Indemnification: Limitation of liability and indemnification provisions

9. Term and Termination: Duration and termination conditions

10. General Provisions: Standard boilerplate clauses including governing law

Optional Sections

1. Maintenance and Support: Terms for ongoing support and updates when support services are included in the agreement

2. Escrow Arrangements: Terms for source code escrow when using third-party escrow services

3. Export Controls: Compliance with export regulations when international transfer is involved

4. Data Protection: GDPR and data protection compliance provisions when personal data processing is involved

5. Security Requirements: Specific security standards and protocols for high-security applications

Suggested Schedules

1. Schedule 1 - Source Code Description: Detailed technical specifications of the source code

2. Schedule 2 - License Terms: Detailed license terms and restrictions

3. Schedule 3 - Support and Maintenance SLA: Service level agreements for support services

4. Schedule 4 - Fees and Payment Terms: Detailed payment schedules and terms

5. Appendix A - Technical Documentation: Documentation requirements and standards

6. Appendix B - Security Standards: Required security protocols and standards

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

Technology
Financial Services
Healthcare
Manufacturing
Telecommunications

Relevant Teams

Legal
Information Technology
Research & Development
Procurement
Information Security
Intellectual Property

Relevant Roles

Chief Technology Officer
Head of Software Development
Legal Counsel
IP Manager
Software Architect
Procurement Manager

Industries

Copyright, Designs and Patents Act 1988: Primary legislation governing copyright protection in the UK, crucial for software source code protection

Copyright (Computer Programs) Regulations 1992: Specific regulations addressing computer program copyright protection and rights

Patents Act 1977: Legislation governing patent protection, relevant if the software contains patentable elements

Trade Marks Act 1994: Legislation protecting branding elements that might be included in the software

UK General Data Protection Regulation (UK GDPR): Post-Brexit data protection legislation governing how personal data must be handled in the UK

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

Privacy and Electronic Communications Regulations (PECR): Specific regulations about electronic communications and data privacy

Unfair Contract Terms Act 1977: Legislation controlling the use and enforceability of unfair terms in contracts

Consumer Rights Act 2015: Legislation protecting consumer rights, relevant if the software is sold to consumers (B2C)

Late Payment of Commercial Debts (Interest) Act 1998: Legislation governing interest on late commercial payments

Electronic Commerce (EC Directive) Regulations 2002: Regulations governing electronic commerce and digital contracts

Electronic Communications Act 2000: Legislation providing legal framework for electronic communications and signatures

Export Control Act 2002: Legislation controlling the export of strategic goods, including certain types of software

Export Control Order 2008: Detailed regulations on export controls, including provisions for software and technology

Competition Act 1998: Legislation preventing anti-competitive practices that might affect software licensing terms

Enterprise Act 2002: Framework for competition law and consumer protection

Employment Rights Act 1996: Legislation governing employment rights, relevant for software created by employees

Equality Act 2010: Legislation ensuring non-discrimination, potentially relevant for software accessibility requirements

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Software Source Code Agreement Template for England and Wales

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