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Non Exclusive Software Licence Agreement

Non Exclusive Software Licence Agreement Template for England and Wales

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Key Requirements PROMPT example:

Non Exclusive Software Licence Agreement

"I need a Non Exclusive Software Licence Agreement for my AI analytics software that will be licensed to multiple enterprise customers in the UK financial sector, with specific provisions for data protection and regular software updates starting from March 2025."

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Document background
The Non Exclusive Software Licence Agreement is essential when a software owner wishes to grant usage rights to multiple parties while maintaining ownership and control. This document, governed by English and Welsh law, establishes the framework for software deployment, including usage limitations, fee structures, and compliance requirements. It's particularly relevant in commercial software distribution, ensuring proper protection of intellectual property while enabling wide market reach. The agreement includes specific provisions for data protection, warranty limitations, and technical support arrangements.
Suggested Sections

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

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

3. Definitions: Key terms used throughout the agreement

4. Grant of Licence: Scope and nature of the licence being granted

5. Licence Fees: Payment terms and fee structure

6. Intellectual Property Rights: Ownership and protection of IP rights

7. Warranties and Representations: Standard warranties regarding software ownership and performance

8. Limitation of Liability: Limits on parties' liability

9. Term and Termination: Duration and termination provisions

Optional Sections

1. Maintenance and Support: Terms for ongoing support services - include when support services are part of the licence

2. Data Protection: GDPR and data protection obligations - include when software processes personal data

3. Source Code Escrow: Terms for source code protection - include when source code access might be required

4. Territory Restrictions: Geographical limitations on use - include when licence is territory-specific

Suggested Schedules

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

2. Schedule 2 - Licence Fees: Detailed breakdown of fees and payment terms

3. Schedule 3 - Service Level Agreement: Performance metrics and service levels

4. Schedule 4 - Technical Requirements: Hardware/software requirements for operation

5. Schedule 5 - Permitted Users: List of authorized users or user categories

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 owners, duration of copyright protection, and permitted acts/limitations

Consumer Rights Act 2015: Regulates consumer contracts including quality standards, fitness for purpose, and consumer protection provisions (relevant for B2C software licensing)

Data Protection Act 2018 and UK GDPR: Legislation governing personal data processing, data protection obligations, and cross-border data transfers in software operations

Computer Misuse Act 1990: Covers unauthorized access provisions and security considerations in software usage and implementation

Common Law Contract Principles: Fundamental contract law principles including offer, acceptance, consideration, and intention to create legal relations

Competition Law: Regulations concerning anti-competitive practices and territory restrictions in licensing agreements

General Intellectual Property Laws: Coverage of patents, trade secrets, and database rights related to software protection

Electronic Commerce (EC Directive) Regulations 2002: Regulations for online software sales and information requirements in electronic commerce

Export Control Regulations: International trade restrictions and requirements for cross-border software licensing

International IP Treaties: Various international agreements governing cross-border intellectual property protection and enforcement

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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