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Database Licence Agreement for the United Kingdom

Database Licence Agreement Template for England and Wales

A Database Licence Agreement is a legal contract governed by English and Welsh law that establishes the terms and conditions under which a licensee may access, use, and potentially modify a database. It addresses key aspects such as intellectual property rights, usage restrictions, fees, maintenance, and data protection obligations. The agreement is particularly important in the context of UK database rights and copyright law, incorporating both the sui generis database right under the Copyright and Rights in Databases Regulations 1997 and traditional copyright protection.

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What is a Database Licence Agreement?

The Database Licence Agreement is essential when an organization wishes to grant controlled access to its proprietary database while maintaining ownership rights. This agreement type is particularly relevant under English and Welsh law, which provides specific protection for databases through both copyright and sui generis database rights. It should be used whenever a database owner wants to license access to their database while setting clear terms for usage, protecting intellectual property rights, ensuring data security, and establishing payment terms. The agreement typically includes provisions for access methods, permitted uses, territorial restrictions, and compliance with data protection regulations.

What sections should be included in a Database Licence Agreement?

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

2. Background: Context of the agreement and ownership declaration of the database

3. Definitions: Key terms used throughout the agreement including Database, Intellectual Property Rights, Permitted Use, etc.

4. Grant of Licence: Scope and nature of the licence being granted, including usage rights and restrictions

5. Licence Fees: Payment terms, fee structure, and payment conditions

6. Intellectual Property Rights: Rights ownership, protection provisions, and acknowledgment of database rights

7. Confidentiality: Protection of confidential information and trade secrets

8. Term and Termination: Duration of agreement, renewal terms, and termination provisions

9. Warranties and Indemnities: Representations about database ownership, quality, and indemnification provisions

10. General: Standard boilerplate provisions including governing law, jurisdiction, and entire agreement

What sections are optional to include in a Database Licence Agreement?

1. Data Protection: Provisions for handling personal data, compliance with UK GDPR when database contains personal information

2. Service Levels: Performance standards and availability requirements for hosted or maintained databases

3. Territory Restrictions: Geographical limitations on database use and access restrictions

4. Updates and Maintenance: Provisions for database updates, maintenance, and support services if applicable

5. Security Requirements: Specific security measures and protocols for database access and protection

What schedules should be included in a Database Licence Agreement?

1. Database Description: Technical specifications, content description, and database structure details

2. Licence Fees Schedule: Detailed breakdown of fees, payment terms, and any variable pricing elements

3. Permitted Uses: Comprehensive list of authorized uses, restrictions, and user limitations

4. Service Level Agreement: Detailed performance metrics, standards, and remedies for service failures

5. Security Requirements: Technical and organizational security measures required for database access and protection

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

England and Wales

Publisher

Ƶ

Document Type

License Agreement

Cost

Free to use
Relevant legal definitions





























Clauses
































Industries

Copyright, Designs and Patents Act 1988 (CDPA): Primary legislation governing copyright protection of databases as literary works, including duration of copyright protection and moral rights considerations.

Copyright and Rights in Databases Regulations 1997: Specific regulations covering sui generis database rights, protection of substantial investment in databases, 15-year protection period, and extraction/re-utilization rights.

Data Protection Act 2018 and UK GDPR: Legislation governing personal data protection, including data protection principles, data subject rights, and cross-border data transfer requirements.

Computer Programs (Restrictions on the Grant of Patents) Order 1999: Legislation relevant when database includes software elements, affecting patentability of computer programs.

Consumer Rights Act 2015: Legislation protecting consumer rights, including fairness of terms and quality of service, particularly relevant if licensing to consumers rather than businesses.

Electronic Commerce (EC Directive) Regulations 2002: Regulations governing electronic commerce and digital contracting, applicable when licence is granted electronically.

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.

Competition Act 1998: Legislation preventing anti-competitive practices and market abuse in contractual arrangements.

Trade Secrets (Enforcement, etc.) Regulations 2018: Regulations protecting confidential information and trade secrets within contractual relationships.

Common Law Principles: Fundamental legal principles governing contract formation, consideration, terms and conditions, and liability/indemnity aspects.

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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