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Private Software Licence for the United Kingdom

Private Software Licence Template for England and Wales

A Private Software Licence agreement under English and Welsh law is a legal document that establishes the terms and conditions under which software can be used by a specific licensee. It defines the scope of permitted use, restrictions, intellectual property rights, payment terms, and obligations of both parties. The agreement is governed by English and Welsh law, particularly the Copyright, Designs and Patents Act 1988, and includes provisions for data protection, security, and compliance with relevant technology legislation.

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Private Software Licence

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What is a Private Software Licence?

A Private Software Licence is essential when granting specific rights to use proprietary software while maintaining ownership and control. This agreement, governed by English and Welsh law, is commonly used when software developers or companies want to license their software for private use while protecting their intellectual property rights. The document covers crucial aspects such as usage rights, restrictions, payment terms, support obligations, and termination conditions. It's particularly important for protecting both the licensor's intellectual property and the licensee's right to use the software as intended.

What sections should be included in a Private Software Licence?

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

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

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

4. Grant of Licence: Scope and nature of the licence being granted, including territory, duration, and type of licence

5. Licence Restrictions: Limitations on use, prohibited activities, and restrictions on sublicensing or transfer

6. Intellectual Property Rights: Ownership declarations, protection of IP rights, and infringement procedures

7. Payment Terms: Licence fees, payment schedule, and related conditions including late payment provisions

8. Term and Termination: Duration of agreement, termination rights, and consequences of termination

What sections are optional to include in a Private Software Licence?

1. Support and Maintenance: Terms for ongoing support services, updates, and maintenance obligations

2. Service Levels: Performance standards, metrics, and remedies for failure to meet service levels

3. Data Protection: Specific data handling obligations and compliance with data protection laws

4. Source Code Escrow: Terms for source code protection and release conditions

What schedules should be included in a Private Software Licence?

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

2. Schedule 2 - Licence Fees: Detailed pricing structure, payment terms, and fee calculation methods

3. Schedule 3 - Technical Requirements: Hardware and software requirements for operation of the licensed software

4. Schedule 4 - Service Level Agreement: Detailed performance metrics, response times, and service standards

5. Schedule 5 - Support Services: Detailed description of support and maintenance services, including response times

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

England and Wales

Document Type

License Agreement

Cost

Free to use
Relevant legal definitions






































Clauses




































Industries

Copyright, Designs and Patents Act 1988: Primary legislation governing software protection as literary work, defining rights of copyright holders, duration of protection, and permitted acts/exceptions

Consumer Rights Act 2015: Governs consumer protection including quality standards, fitness for purpose, and unfair terms in B2C contracts

Data Protection Act 2018 & UK GDPR: Regulates data processing requirements, data protection principles, cross-border data transfers, and privacy considerations

Computer Misuse Act 1990: Addresses unauthorized access provisions and security requirements for software systems

Unfair Contract Terms Act 1977: Controls unfair terms in contracts and regulates exclusion clauses

Electronic Commerce (EC Directive) Regulations 2002: Governs electronic commerce and digital service provision requirements

Late Payment of Commercial Debts (Interest) Act 1998: Regulates payment terms and interest on late payments in commercial transactions

Competition Act 1998: Ensures fair competition and prevents anti-competitive practices in software licensing

Enterprise Act 2002: Supplements competition law and provides consumer protection measures

Trade Marks Act 1994: Protects trademarks and brand elements in software licensing

Patents Act 1977: Governs patent protection which may be relevant for technical software innovations

Export Control Order 2008: Regulates export of software, particularly those containing encryption technology

Common Law Principles: Covers contract formation, consideration, breach, remedies, and limitation of liability through case law

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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