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.
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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
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
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
Relevant legal definitions
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