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Source Code License Agreement for Germany

Source Code License Agreement Template for Germany

A comprehensive legal agreement governed by German law that establishes the terms and conditions under which source code is licensed from one party (licensor) to another (licensee). This document addresses crucial aspects including intellectual property rights, usage permissions, modification rights, and confidentiality obligations, while ensuring compliance with German copyright law (Urheberrechtsgesetz) and civil code (Bürgerliches Gesetzbuch). It includes detailed technical specifications, maintenance terms, and liability provisions specifically structured to align with German legal requirements and software licensing practices.

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What is a Source Code License Agreement?

The Source Code License Agreement is a specialized legal instrument used when one party wishes to grant another party access to and usage rights for software source code under German law. This document is essential in scenarios where software is being licensed for integration, modification, or deployment in business operations. It addresses critical aspects such as intellectual property protection, modification rights, warranty terms, and liability limitations, all structured within the framework of German legal requirements, particularly the Urheberrechtsgesetz (Copyright Act) and Bürgerliches Gesetzbuch (Civil Code). The agreement is particularly crucial for businesses engaging in software development, integration, or customization, where access to source code is necessary for implementation or modification purposes.

What sections should be included in a Source Code License Agreement?

1. Parties: Identification and details of the licensor and licensee

2. Background: Context of the agreement and brief description of the software

3. Definitions: Detailed definitions of technical and legal terms used throughout the agreement

4. Grant of License: Scope and nature of the license granted, including territory and duration

5. License Restrictions: Specific limitations on use, modification, and distribution of the source code

6. Intellectual Property Rights: Declaration and protection of IP rights, including ownership of modifications

7. Delivery and Documentation: Terms for source code delivery and accompanying documentation

8. License Fees: Payment terms, fee structure, and payment schedule

9. Warranties and Representations: Warranties regarding ownership, non-infringement, and code quality

10. Technical Support and Maintenance: Terms for ongoing support and maintenance services

11. Confidentiality: Protection of confidential information and trade secrets

12. Term and Termination: Duration of agreement and termination conditions

13. Post-Termination Obligations: Actions required after agreement termination

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

15. General Provisions: Standard legal provisions including governing law, jurisdiction, and notices

What sections are optional to include in a Source Code License Agreement?

1. Source Code Escrow: Terms for source code escrow arrangement with a third party, used when providing business continuity assurance

2. Data Protection: GDPR compliance provisions, required if the software processes personal data

3. Export Control: Compliance with export control regulations, needed for international licensing

4. Performance Requirements: Specific performance standards and metrics, useful for business-critical software

5. Sublicensing Rights: Terms for sublicensing, if permitted

6. Change Control: Procedures for managing changes to the source code

7. Security Requirements: Specific security standards and compliance requirements

8. Training and Implementation: Terms for training and implementation support

What schedules should be included in a Source Code License Agreement?

1. Schedule 1: Software Description: Detailed technical description of the licensed software

2. Schedule 2: Technical Specifications: Detailed technical requirements and specifications

3. Schedule 3: License Fees and Payment Schedule: Detailed breakdown of fees and payment terms

4. Schedule 4: Support and Maintenance Services: Detailed description of support and maintenance services

5. Schedule 5: Acceptance Testing: Testing procedures and acceptance criteria

6. Appendix A: Approved Subcontractors: List of approved subcontractors for development or maintenance

7. Appendix B: Security Standards: Required security standards and protocols

8. Appendix C: Documentation Requirements: Requirements for technical documentation

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

Jurisdiction

Germany

Publisher

Ƶ

Document Type

License Agreement

Sector

IP

Cost

Free to use
Relevant legal definitions
















































Clauses






























Relevant Industries

Information Technology

Software Development

Financial Services

Healthcare Technology

Manufacturing

Telecommunications

Automotive

Aerospace & Defense

E-commerce

Digital Media

Enterprise Software

Consumer Electronics

Relevant Teams

Legal

Software Development

Information Technology

Procurement

Intellectual Property

Engineering

Product Development

Research & Development

Commercial

Information Security

Compliance

Technical Operations

Relevant Roles

Chief Technology Officer

Software Development Manager

Legal Counsel

IP Rights Manager

Software Architect

Contract Manager

Procurement Manager

Technology Licensing Manager

Head of Engineering

Chief Information Officer

Software Licensing Specialist

Technical Director

Development Team Lead

Innovation 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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