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White Label Software License Agreement for United Arab Emirates

White Label Software License Agreement Template for United Arab Emirates

This agreement governs the licensing and white labeling of software products in the United Arab Emirates, structured in compliance with UAE Federal laws, particularly Federal Decree-Law No. 38 of 2021 concerning Copyright and Neighboring Rights and Federal Decree Law No. 45 of 2021 on Personal Data Protection. It establishes the terms under which a licensee can rebrand and commercialize the licensor's software solution, including provisions for intellectual property rights, technical specifications, service levels, data protection, and operational requirements. The agreement addresses both technical and commercial aspects of the relationship while ensuring compliance with UAE's regulatory framework for software licensing and data protection.

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What is a White Label Software License Agreement?

The White Label Software License Agreement is essential for businesses operating in the UAE market who wish to license software products for rebranding and resale. This document type is particularly relevant in the context of UAE's growing technology sector and its robust legal framework for digital business operations. The agreement covers critical aspects such as licensing terms, rebranding rights, technical specifications, service levels, and compliance with UAE Federal laws, including Federal Decree-Law No. 38 of 2021 and Federal Decree Law No. 45 of 2021. It is designed to protect both the original software provider's intellectual property rights and the white label partner's commercial interests while ensuring compliance with local regulations. The document is typically used when a company wants to market and sell another company's software solution under their own brand, requiring comprehensive terms for technical, operational, and commercial aspects of the arrangement.

What sections should be included in a White Label Software License Agreement?

1. Parties: Identification of the licensor and licensee, including full legal names, registration numbers, and registered addresses

2. Background: Context of the agreement, brief description of the software, and purpose of the white label arrangement

3. Definitions: Detailed definitions of key terms used throughout the agreement, including technical terms, parties' names, and specific concepts

4. Grant of License: Scope of the license, including territory, exclusivity/non-exclusivity, and permitted uses of the software

5. White Labeling Rights and Obligations: Specific rights and restrictions regarding rebranding, modification of branding elements, and presentation of the software

6. Intellectual Property Rights: Ownership of IP, protection of rights, and handling of improvements or modifications

7. Payment Terms: License fees, payment schedule, calculation methods, and payment conditions

8. Service Levels and Support: Performance standards, maintenance, technical support obligations, and response times

9. Data Protection and Security: Compliance with UAE data protection laws, security requirements, and data handling procedures

10. Confidentiality: Protection of confidential information, permitted disclosures, and duration of obligations

11. Term and Termination: Duration of the agreement, renewal terms, and termination rights and procedures

12. Post-Termination Obligations: Obligations of parties after termination, including data return/deletion and continuing obligations

13. Warranties and Indemnities: Standard warranties, limitations, and indemnification obligations

14. Limitation of Liability: Liability caps, exclusions, and limitations under UAE law

15. General Provisions: Standard boilerplate clauses including governing law, dispute resolution, and notices

What sections are optional to include in a White Label Software License Agreement?

1. Source Code Escrow: Optional section for source code escrow arrangements, typically included for business-critical applications

2. Professional Services: Optional section covering implementation, customization, or training services if provided

3. Revenue Sharing: Optional section for arrangements involving revenue sharing or reseller provisions

4. Localization Rights: Optional section covering rights and procedures for localizing the software for specific markets

5. Third-Party Software: Optional section addressing third-party software components and associated obligations

6. Export Control: Optional section for software subject to export control regulations

7. Insurance: Optional section specifying insurance requirements, typically included for high-value agreements

8. Change Control: Optional section detailing procedures for managing changes to the software or services

What schedules should be included in a White Label Software License Agreement?

1. Schedule 1 - Software Description: Detailed technical specifications and functionality of the software

2. Schedule 2 - Service Level Agreement: Detailed service levels, performance metrics, and support requirements

3. Schedule 3 - Fee Schedule: Detailed breakdown of all fees, payment terms, and calculation methods

4. Schedule 4 - Branding Guidelines: Specifications for white labeling, including permitted modifications and required elements

5. Schedule 5 - Technical Requirements: Hardware, software, and network requirements for operating the software

6. Schedule 6 - Security Requirements: Detailed security standards and compliance requirements

7. Schedule 7 - Support and Maintenance Services: Detailed description of support services, maintenance windows, and procedures

8. Appendix A - Approved Sub-processors: List of approved sub-processors for data processing activities

9. Appendix B - Data Processing Agreement: Detailed data processing terms compliant with UAE data protection laws

Authors

Alex Denne

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

Publisher

Ƶ

Document Type

License Agreement

Sector

IP

Cost

Free to use
Relevant legal definitions








































Clauses








































Relevant Industries

Information Technology

Financial Services

Healthcare

E-commerce

Education

Telecommunications

Professional Services

Banking

Insurance

Real Estate

Retail

Manufacturing

Logistics

Government Services

Media and Entertainment

Relevant Teams

Legal

Information Technology

Software Development

Commercial

Procurement

Compliance

Business Development

Product Management

Operations

Technical Support

Information Security

Risk Management

Relevant Roles

Chief Technology Officer

Head of Legal

Commercial Director

Software Development Manager

Licensing Manager

Legal Counsel

IT Director

Chief Information Officer

Business Development Manager

Product Manager

Compliance Officer

Contract Manager

Chief Operating Officer

Technology Procurement Manager

IP Rights Manager

Partner Relations Manager

Industries








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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