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Software Sublicence Agreement

Software Sublicence Agreement Template for England and Wales

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Key Requirements PROMPT example:

Software Sublicence Agreement

"I need a Software Sublicence Agreement to allow my company to sublicense our enterprise resource planning software to three subsidiary companies in Europe, with specific usage restrictions and a termination date of December 31, 2025."

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Document background
A Software Sublicence Agreement is essential when an entity holding software licence rights wishes to extend those rights to another party. This agreement, governed by English and Welsh law, ensures proper authorization for software use while maintaining compliance with the original licence terms. It typically includes detailed provisions about usage rights, territorial restrictions, payment terms, and technical requirements. The agreement is particularly important in business relationships involving software distribution, resale, or white-labeling arrangements.
Suggested Sections

1. Parties: Identification of licensor and sublicensee, including registered addresses and company numbers

2. Background: Context of the agreement, reference to head licence, and purpose of sublicensing

3. Definitions: Key terms used throughout the agreement including Software, Territory, Intellectual Property Rights

4. Grant of Licence: Scope and nature of the sublicence, including territory and usage rights

5. Licence Fees: Payment terms, amounts, and schedule of payments

6. Intellectual Property Rights: Ownership and protection of IPR, including restrictions

7. Term and Termination: Duration of agreement and circumstances for termination

8. Warranties and Indemnities: Standard warranties and indemnification provisions

Optional Sections

1. Maintenance and Support: Terms for ongoing support and maintenance services when included in the sublicence

2. Data Protection: GDPR and data protection compliance provisions when software processes personal data

3. Source Code Escrow: Provisions for source code protection when source code access might be required

4. Service Levels: Performance metrics and standards for software as a service arrangements

Suggested Schedules

1. Schedule 1 - Software Description: Detailed description of licensed software and components

2. Schedule 2 - Licence Fees: Detailed payment structure and calculations

3. Schedule 3 - Technical Requirements: Minimum system requirements and specifications

4. Schedule 4 - Head Licence Terms: Relevant terms from the head licence affecting the sublicence

5. Schedule 5 - Support and Maintenance Services: Detailed description of support services if applicable

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓƵ | 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



































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Industries

Copyright, Designs and Patents Act 1988: Primary legislation governing software protection as literary work, rights of copyright holders, and licensing provisions

Contracts Act 1999: Fundamental contract law covering formation, consideration, and terms and conditions in England and Wales

Consumer Rights Act 2015: Legislation covering unfair terms, quality requirements, and consumer protections in B2C relationships

Data Protection Act 2018 and UK GDPR: Laws governing personal data processing, data protection obligations, and cross-border data transfers

Competition Law: Regulations concerning anti-competitive practices, territorial restrictions, and market dominance issues

Computer Misuse Act 1990: Legislation addressing unauthorized access and security provisions in software

Electronic Commerce Regulations 2002: Regulations governing electronic provision of software and information requirements

Consumer Contracts Regulations 2013: Rules covering distance selling provisions and cancellation rights in B2C contracts

Head Licence Compliance: Consideration of main licence terms, permitted scope of sublicensing, and termination provisions

Intellectual Property Rights: Comprehensive IP considerations including patents, database rights, and trade secrets protection

International Considerations: Cross-border usage implications, jurisdiction clauses, and governing law provisions

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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